ASSET PURCHASE
AGREEMENT 



DATED JULY 31, 2008, 



BY AND AMONG 



WIDEPOINT CORPORATION, 



PROTEXX ACQUISITION
CORPORATION, 



PROTEXX INCORPORATED, 



PETER LETIZIA, 



CHARLES B. MANUEL, JR. 



AND 



WILLIAM TABOR. 














ASSET PURCHASE
AGREEMENT 



        THIS
ASSET PURCHASE AGREEMENT is made as of July 31, 2008 (the “Agreement”), by and
among WidePoint Corporation, a Delaware corporation (“WidePoint”), Protexx
Acquisition Corporation, a Delaware corporation (“Acquisition”), Protexx
Incorporated, a Delaware corporation (“Protexx”), and Peter Letizia
(“Letizia”), Charles B. Manuel, Jr. (“Manuel”) and William Tabor
(“Tabor”) (with Letizia, Manuel and Tabor also being collectively referred to as
the “Protexx Management Shareholders”). WidePoint, Acquisition, Protexx,
Letizia, Manuel, Tabor, and the Protexx Management Shareholders are also hereinafter
referred to individually as a “party” and collectively as the
“parties.” 



        WHEREAS,
Protexx desires to sell to Acquisition and Acquisition desires to acquire from Protexx
certain assets and assume certain specific liabilities of Protexx (the “Asset
Purchase”) for the consideration and on the terms set forth in this Agreement; 



        WHEREAS,
certain intellectual property rights in software used by Protexx in the operation of
Protexx’s Business (as herein defined) and related intellectual property have been
conceived, developed, made, owned or otherwise by either or both of William Tabor and/or
22THEN LLC, each of whom has effectively and completely transferred all such intellectual
property to Protexx prior to the date of this Agreement (collectively hereinafter referred
to as the “Software Transfers”); 



        WHEREAS,
the Board of Directors of WidePoint and the Board of Directors of Acquisition have
determined that the transactions contemplated by this Agreement (the
“Transactions”) are in the best interests of WidePoint and Acquisition and their
respective stockholders; 



        WHEREAS,
the Board of Directors of Protexx and the shareholders of Protexx have each determined
that the Transactions to which Protexx is a party are in the best interest of Protexx and
its shareholders; 



        WHEREAS,
each of the Protexx Management Shareholders have determined that the Transactions to which
they are each a party are in their personal best interests, as well as being in the best
interests of Protexx and its other shareholders; and 



        WHEREAS,
the parties desire to enter into this Agreement to set forth and memorialize their mutual
understandings and agreements with respect to the subject matter hereof. 



        NOW,
THEREFORE, in consideration of the mutual agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and subject to the satisfaction of the terms and conditions set forth herein, the parties
hereto intending to be legally bound do hereby agree as follows: 



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SECTION 1:
INCORPORATION BY REFERENCE  



The foregoing introductory paragraphs
of this Agreement are hereby incorporated into this Agreement as if fully set forth
herein. 



SECTION 2: THE
PURCHASE  



    2.1.           Sale
and Purchase of Specified Assets. On the Closing Date, effective as           of the
Closing and subject to the other terms and conditions of this Agreement,
          Protexx shall sell, transfer, assign and convey to Acquisition, and Acquisition
          shall purchase, all of Protexx’s right, title and interest in and to all
of           the Specified Assets (as defined in Section 2.1(a)), and Protexx shall
assign to           Acquisition, and Acquisition shall assume, the Specified Liabilities
of Protexx           (as defined in Section 2.1(b)).  



        (a)    Specified
Assets. The “Specified Assets” means all Assets of           Protexx as of
the Closing Date, wherever located and whether or not reflected on           the Books
and Records of Protexx, including the following Assets and excluding           the Assets
specifically excepted below:  




            (i)              All
Software owned or jointly owned by Protexx or under development by Protexx,
          including but not limited to all Software utilized in the Protexx Business
          and/or owned or developed by 22THEN LLC and/or William Tabor, all of which
shall           have been completely and effectively transferred to Protexx prior to the
date of           this Agreement.  




            (ii)              All
Intangibles owned by Protexx and/or utilized in the Protexx Business or           under
development by Protexx and/or any person or entity affiliated with           Protexx,
including but not limited to William Tabor, all of which shall have           been
completely and effectively transferred to Protexx prior to the date of this
          Agreement.  




            (iii)              All
Accounts Receivable (net of an allowance for doubtful accounts to be           mutually
agreed upon by the parties prior to the Closing) and all other current           Assets
including cash, prepaid expenses, security deposits, rent escrows, and           other
prepayments, deposits and escrows of Protexx, but excluding: (A) all
          prepayments and rights to refunds or credits of any Taxes other than any taxes
          relating to the Specified Assets to be transferred to Acquisition hereunder;
and           (B) all prepaid premiums and other prepayments and deposits with respect to
          Protexx’s Insurance Policies, Protexx’s Group Insurance Plans,
          Protexx’s Retirement Plans, and any other Contracts not purchased by
          Acquisition under this Agreement.  




            (iv)              All
of Tangible Property of Protexx. and/or utilized in the Protexx Business.  




            (v)              All
of Protexx’s Contract Rights under the Contracts, including all rights
          acquired by Protexx as a result of the merger of 22THEN LLC into Protexx as
          described in Section 4.1(b) of this Agreement, but excluding Contract Rights
          under:  




                (A)              this
Agreement and any other Contracts entered into by Protexx with WidePoint or
          Acquisition in connection with the Transactions;  





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                (B)              Contracts
that constitute or evidence Employee Benefit Plans of Protexx;  




                (C)              Contracts
under which any rights in and/or any shares or other ownership           interest in
Protexx and/or 22THEN LLC (or any of their predecessors) was           acquired;  




                (D)              Contracts
relating to the formation or acquisition of Protexx, 22THEN, or any of           their
respective predecessors;  




                (E)              any
Insurance Policies of Protexx; and  




                (F)              any
Contracts requiring a Consent that is not obtained on or before the Closing
          Date (“Non-Assigned Contracts”), provided that, once such Consent is
          obtained, the Non-Assigned Contracts shall be deemed, automatically and without
          further action by the parties, to be included in the Specified Assets as of the
          date such Consent is delivered to WidePoint (such Contracts not excluded by
this           Section 2.1(v), including any Non-Assigned Contracts that become Contracts
          included in any Specified Assets, shall be referred to as the “Assigned
          Contracts”); provided, however, that until such time as any Non-Assigned
          Contract becomes an Assigned Contract, Protexx shall hold each such contract in
          escrow and trust for the sole and exclusive benefit of Acquisition and
WidePoint           pursuant to Section 12.3, with Protexx directing each party to each
such           contract to make all payments due to Protexx under such contract from and
after           the Closing to thereafter be made solely to Acquisition.  




            (vi)              All
transferable rights under all Permits granted or issued to Protexx or           otherwise
held by Protexx, including all Permits to which Protexx is the           successor or
transferee as a result of merger of 22THEN with and into Protexx.  




            (vii)              All
of Protexx’s rights with respect to telephone numbers, telephone           directory
listings and advertisements, the name “Protexx” and all           rights to use
or allow others to use such name and variations thereof, and all           of Protexx’s
goodwill.  




            (viii)              All
of Protexx’s Books and Records, but excluding Tax Returns and
          Protexx’s Books and Records relating exclusively to Protexx’s Assets
          not included in the Specified Assets or to Protexx’s liabilities not
          included in the Specified Liabilities.  




            (ix)              All
of Protexx’s Claims, causes of action and other legal rights and           remedies,
whether or not known as of the Closing Date, relating to           Protexx’s
ownership of the Specified Assets and/or the operation of           Protexx’s
Business, including all rights of Protexx after the effectiveness           of the merger
of 22THEN with and into Protexx, but excluding causes of           action and
other legal rights and remedies of Protexx: (A) against WidePoint or
          Acquisition with respect to the Transactions contemplated by this Agreement; or
          (B) relating exclusively to Protexx’s Assets not included in the Specified
          Assets or to Protexx’s liabilities not included in the Specified
          Liabilities.  




        (b)    Specified
Liabilities of Protexx. The “Specified Liabilities of           Protexx” means
the following specifically described liabilities of Protexx           as of the Closing
Date, all of which shall be only those liabilities as           specifically listed on Schedule
2.1(b) of this Agreement:  




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            (i)              The
current and long-term liabilities of Protexx incurred in the normal and
          ordinary course of Protexx’s Business which shall be clearly reflected on
          the Closing Balance Sheet (as defined in, and to be prepared in accordance
with,           Section 3.2). Notwithstanding the foregoing, the Specified Liabilities
shall not           include: (A) any current, long-term or deferred liabilities for any
Taxes           specifically excluded pursuant to Section 2.2(a); (B) any current or
long-term           notes payable and all accrued interest with respect thereto, other
than any           current or long-term notes payable or capitalized leases for any of
the           Specified Assets; (C) any liabilities for overdrafts or any other
liabilities           with respect to bank accounts; (D) any accrued expenses with
respect to           Protexx’s Insurance Policies; and (E) any liabilities
whatsoever to any           shareholder, officer, director, employee or affiliate of
Protexx.  




            (ii)              The
Obligations of Protexx that arise after the Closing Date under any and all
          Assigned Contracts, but only to the extent that such liabilities arise in the
          ordinary course of performing such Assigned Contracts, in accordance with their
          respective terms, after the Closing Date and are not due to any breach, default
          or other nonperformance by Protexx under any such Assigned Contract prior to
          Closing.  




    2.2.           No
Other Liabilities. Notwithstanding any other provision of this           Agreement,
Acquisition shall not purchase the Specified Assets subject to, and           Acquisition
shall not in any manner assume or be liable or responsible for any           Obligations
of Protexx other than the Specified Liabilities, and all Obligations           of Protexx
other than the Specified Liabilities shall remain the sole           responsibility of
Protexx after the effectiveness of the Closing. Without           limiting the generality
of the foregoing, and in addition to the liabilities           excluded from the
Specified Liabilities under Section 2.1(b), Acquisition shall           not in any manner
assume or be liable or responsible for, or acquire any Assets           of Protexx
subject to, any of the following Obligations of Protexx, whether or           not
reflected on the Closing Balance Sheet:  



        (a)    Taxes. Except
as otherwise provided for in this Agreement, including           without limitation in
Section 2.3, any Obligation for any Tax including: (i) any           Tax payable by
Protexx with respect to Protexx’s Business; and (ii) any Tax           payable by
Protexx with respect to the ownership, possession, purchase, lease,           sale,
disposition or use of any of Protexx’s Assets at any time on or           before the
Closing Date.  




        (b)    Claims
and Proceedings. Any Obligation related to or arising out of any           Claim or
Proceeding existing as of the Effective Time, or based upon a fact,           action,
failure to act or occurrence that arises prior to the Closing Date.  




        (c)    Post-Closing. Any
Obligation that is incurred or arises after the Closing           Date, or that relates
to any Proceeding of Protexx or other event relating to           Protexx that occurs or
circumstances that exist after the Closing Date.  




        (d)    Transaction
Related. Except as otherwise contemplated by this Agreement,           any Obligation
that was or is incurred by Protexx and/or the Protexx Management           Shareholders
in connection with the negotiation, execution or performance of           this Agreement.  




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        (e)    Employees
and Benefits. Any Obligation of Protexx relating to its           employees,
consultants or affiliates or any benefits provided by Protexx to any           of its
employees, consultants or affiliates.  




        (f)    Infringement. Any
Obligation arising in connection with or related to any           infringement or alleged
infringement by Protexx or its employees, consultants or           affiliates, including
but not limited to the Protexx Management Shareholders, of           any Software or
Intangible of any Person.  




        (g)    Encumbrances. Other
than with respect to Permitted Liens and Specified           Contracts, any Encumbrance
on or affecting Protexx’s Assets, including the           Specified Assets.  




    2.3.           Transfer
Taxes/Filing Fees. All filing fees, transfer, sales and other           similar taxes
arising from the Software Transfers and/or the Asset Purchase           shall be borne by
Protexx. WidePoint may offset from any payment otherwise due           to Protexx under
this Agreement any such fees and expenses.  



SECTION 3: PURCHASE
PRICE AND CLOSING BALANCE SHEET  



    3.1.           Purchase
Price and Allocation. 



        (a)    Purchase
Price. Subject to the adjustments described in this Section 3,           the total
purchase price for the Specified Assets (“Purchase Price”)           shall
consist of: (i) a cash payment by Acquisition to Protexx in the amount of           One
Dollar ($1.00), (the “Cash Amount”), (ii) the assumption by
          Acquisition of the Specified Liabilities of Protexx, and (iii) the Earnout
          Amount (as defined in Section 3.3(a)).  




        (b)    Payment
of the Purchase Price. WidePoint shall cause the Purchase Price           to be paid
as follows:  




            (i)    Closing
Payments. At the Closing, WidePoint shall cause Protexx to be           paid the Cash
Amount of One Dollar ($1.00).  




            (ii)    Payments
Following Closing. The Earnout Amount shall be paid to Protexx           as provided
in Section 3.3.  




    3.2.           Closing
Balance Sheet. Immediately prior to the Closing, Protexx shall           prepare or
cause to be prepared a consolidated balance sheet of Protexx (the           “Closing
Balance Sheet”) as of the close of business on the business           day
immediately prior to the Closing Date (the “Effective Time”). The
          Closing Balance Sheet shall be prepared in accordance with GAAP, and be
          accompanied by schedules setting forth in reasonable detail all Assets and
          liabilities included therein (excluding any liabilities incurred upon the
          Closing). Such Closing Balance Sheet or the accompanying schedules shall
contain           sufficient detail of the tangible Assets and liabilities of Protexx and
its           subsidiaries for the final determination of the Specified Assets and the
          Specified Liabilities of Protexx as of the Effective Time. Protexx shall
deliver           a draft Closing Balance Sheet to WidePoint and Acquisition at least
five (5)           business days prior to the Closing. Protexx shall deliver a final
Closing           Balance Sheet to WidePoint and Acquisition at the Closing.  



5 










    3.3.           Earnout. 



        (a)    Amount
of Earnout. All provisions of Section 3 of this Agreement are           subject to
this Section 3.3(a). The Purchase Price shall include the right of           Protexx to
receive an aggregate of up to Nine Million Dollars ($9,000,000) (the           “Earnout
Amount”), with fifty percent (50%) of any Earnout Amounts           being payable in
cash and fifty percent (50%) of any Earnout Amounts being           payable in privately
issued shares of common stock of WidePoint (the           “Earnout Shares”),
subject to the Protexx Business acquired by           Acquisition from Protexx and
thereafter operated by Acquisition after the           Closing achieving or exceeding the
financial requirements as set forth below.           Any payment that is earned under
this earnout (the “Earnout Payment”)           shall be paid after the end of
the Earnout Period, as further set forth in           Section 3.3(b).  




            (i)       Maximum
Earnout in a Year. All provisions of Section 3 of           this Agreement
are subject to this Section 3.3(a)(i). If the Protexx Business           acquired by
Acquisition achieves the maximum performance levels set forth in           greater detail
below in Section 3.3(a)(ii) for the calendar year 2008, then           Protexx shall have
the opportunity to earn the total Earnout Amount of           $9,000,000.00 for the
calendar year 2008, in which event there will be no           earnout for the calendar
year of 2009. If the Protexx Business acquired by           Acquisition does not achieve
the maximum performance levels set forth in greater           detail below in Section
3.3(a)(ii) for the calendar year 2008, then Protexx           shall have the opportunity
to earn the applicable portion of the Earnout Amount           as set forth below in
Section 3.3(a)(ii). If Protexx earns less than           $4,500,000.00 of the Earnout
Amount for the calendar year of 2008, then the           maximum portion of the Earnout
Amount that Protexx will have the opportunity to           earn for the calendar year of
2009 shall be up to $4,500,000.00, as described in           greater detail below in
Section 3.3(a)(iii). If Protexx earns more than           $4,500,000.00 of the Earnout
Amount for the calendar year of 2008, then the           maximum portion of the Earnout
Amount that Protexx will have the opportunity to           earn for the calendar year of
2009 shall equal to the difference between (i)           $4,500,000.00 (the maximum
portion of the Earnout Amount for 2009) minus (ii)           the amount of earnout earned
by Protexx for 2008 which exceeds $4,500,000. For           purposes of clarity, Schedule
3.3 of this Agreement sets forth in greater           detail examples and sample
calculations on revenue recognition, expense           allocations, EBITDA calculations,
and other information related to the earnouts           under this Agreement.  




            (ii)       2008
Earnout. For the calendar year 2008, the Protexx           Business
acquired by Acquisition must achieve earnings before interest, taxes,
          depreciation and amortization, excluding any amortization expenses from any
          software development costs (“EBITDA”), of greater than forty percent
          (40%) of revenues realized for the calendar year (the “Minimum
          EBITDA”) in order to qualify for any Earnout Amount.  




                (A)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of at least Three Million Dollars
          ($3,000,000.00) and up to Five Million Dollars ($5,000,000.00), and the Minimum
          EBITDA is also achieved for that calendar year, then Protexx shall earn One
          Million One Hundred Twenty-Five Thousand Dollars ($1,125,000.00) of the Earnout
          Amount (which is equal to 25% of $4,500,000.00).  




6 










                (B)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Five Million Dollars
          ($5,000,000.00) and up to Seven Million Dollars ($7,000,000.00), and the
Minimum           EBITDA is also achieved for that calendar year, then Protexx shall earn
Two           Million Two Hundred Fifty Thousand Dollars ($2,250,000.00) of the Earnout
Amount           (which is equal to 50% of $4,500,000.00).  




                (C)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Seven Million
Dollars           ($7,000,000.00) and up to Eight Million Dollars ($8,000,000.00), and
the Minimum           EBITDA is also achieved for that calendar year, then Protexx shall
earn Three           Million Three Hundred Seventy-Five Thousand Dollars ($3,375,000.00)
of the           Earnout Amount (which is equal to 75% of $4,500,000.00).  




                (D)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Eight Million
Dollars           ($8,000,000.00) and up to Fourteen Million Dollars ($14,000,000.00),
and the           Minimum EBITDA is also achieved for that calendar year, then Protexx
shall earn           Four Million Five Hundred Thousand Dollars ($4,500,000.00) of the
Earnout Amount           (which is equal to 100% of $4,500,000.00).  




                (E)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Fourteen Million
          Dollars ($14,000,000.00) and up to Twenty-Nine Million Dollars
($29,000,000.00),           and the Minimum EBITDA is also achieved for that calendar
year, then Protexx           shall earn Five Million Six Hundred Twenty-Five Thousand
Dollars ($5,625,000.00)           of the Earnout Amount.  




                (F)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Twenty-Nine Million
          Dollars ($29,000,000.00) and up to Thirty Eight Million Dollars
          ($38,000,000.00), and the Minimum EBITDA is also achieved for that calendar
          year, then Protexx shall earn Six Million Seven Hundred Fifty Thousand Dollars
          ($6,750,000.00) of the Earnout Amount.  




                (G)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Thirty Eight Million
          Dollars ($38,000,000.00) and up to Forty-Two Million Dollars ($42,000,000.00),
          and the Minimum EBITDA is also achieved for that calendar year, then Protexx
          shall earn Seven Million Eight Hundred Seventy-Five Thousand Dollars
          ($7,875,000.00) of the Earnout Amount.  




                (H)                 For
the calendar year of 2008, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Forty-Two Million
          Dollars ($42,000,000.00), and the Minimum EBITDA is also achieved for that
          calendar year, then Protexx shall earn the maximum Earnout Amount of Nine
          Million Dollars ($9,000,000.00).  




            (iii)       2009
Earnout. In the event the maximum Earnout Amount of
          $9,000,000.00 is not earned by Protexx for the calendar year 2008, then Protexx
          shall have the opportunity to earn for the calendar year 2009 the lesser of
          either (x) $4,500,000.00 or (y) the difference between $9,000,000 and the
actual           amount earned by Protexx for the calendar year 2008. If Protexx earns
more than           $4,500,000.00 of the Earnout Amount for the calendar year of 2008,
then the           maximum portion of the Earnout Amount that Protexx will have the
opportunity to           earn for the calendar year of 2009 shall equal to the difference
between (i)           $4,500,000.00 (the maximum portion of the Earnout Amount for 2009)
minus (ii)           the amount of earnout earned by Protexx for 2008 which exceeds
$4,500,000. For           the calendar year 2009, the Protexx Business acquired by
Acquisition must have           the Minimum EBITDA in order to qualify for any Earnout
Amount.  




7 










                (A)                 For
the calendar year of 2009, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of at least Six Million Dollars
          ($6,000,000.00) and up to Fifteen Million Dollars ($15,000,000.00), and the
          Minimum EBITDA is also achieved for that calendar year, then Protexx shall earn
          One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000.00) of the
          Earnout Amount (which is equal to 25% of $4,500,000.00).  




                (B)                 For
the calendar year of 2009, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Fifteen Million
          Dollars ($15,000,000.00) and up to Twenty-Four Million Dollars
($24,000,000.00),           and the Minimum EBITDA is also achieved for that calendar
year, then Protexx           shall earn Two Million Two Hundred Fifty Thousand Dollars
($2,250,000.00) of the           Earnout Amount (which is equal to 50% of $4,500,000.00).  




                (C)                 For
the calendar year of 2009, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Twenty-Four Million
          Dollars ($24,000,000.00) and up to Twenty-Eight Million Dollars
          ($28,000,000.00), and the Minimum EBITDA is also achieved for that calendar
          year, then Protexx shall earn Three Million Three Hundred Seventy-Five Thousand
          Dollars ($3,375,000.00) of the Earnout Amount (which is equal to 75% of
          $4,500,000.00).  




                (D)                 For
the calendar year of 2009, if the Protexx Business acquired by Acquisition
          recognizes revenues for that calendar year of greater than Twenty-Eight Million
          Dollars ($28,000,000.00), and the Minimum EBITDA is also achieved for that
          calendar year, then Protexx shall earn Four Million Five Hundred Thousand
          Dollars ($4,500,000.00) of the Earnout Amount (which is equal to 100% of
          $4,500,000.00).  




            (iv)       Earnout
Shares. At the Closing, WidePoint shall privately           issue shares
of common stock of WidePoint in the name of Protexx (the           “Escrow Shares”),
which Escrow Shares shall be physically delivered to           the law firm of Foley & Lardner
LLP (the “Escrow Agent”), to be           held in escrow pursuant to the terms
of the Escrow Agreement attached hereto as Exhibit A for purposes of the possible
release of the Escrow Shares as           part of the potential Earnout Amount that
Protexx may achieve for the calendar           year 2008. The number of Escrow Shares
that WidePoint shall privately issue at           the Closing in the name of Protexx and
deliver to the Escrow Agent to be held in           escrow pursuant to the terms of the
Escrow Agreement shall be equal to the           number of whole shares of WidePoint
common stock that results from Two Million           Two Hundred Fifty Thousand Dollars
($2,250,000.00) divided by the greater of (x)           One Dollar ($1.00) or (y) the
average closing sale price of the WidePoint common           stock as quoted on the
American Stock Exchange (“AMEX”) for the twenty           (20) trading days
immediately preceding the Closing Date. For the calendar year           of 2009, Protexx
shall have the opportunity to earn an additional Two Million           Two Hundred Fifty
Thousand Dollars ($2,250,000.00) worth of privately issued           shares of WidePoint
common stock as part of the Earnout Amount for that calendar           year. The maximum
number of whole shares of WidePoint common stock that Protexx           shall have the
opportunity to earn for the calendar year of 2009 shall be equal           the number of
whole shares of WidePoint common stock that results from Two           Million Two
Hundred Fifty Thousand Dollars ($2,250,000.00) divided by the           greater of (x)
One Dollar and Twenty-Five Cents ($1.25) or (y) the average           closing sale price
of the WidePoint common stock as quoted on the AMEX for the           twenty (20) trading
days immediately preceding December 31, 2009.  




8 










        (b)    Calculation
and Payment of Earnout Payment. (i) WidePoint shall deliver           to Protexx,
upon the filing by WidePoint of the WidePoint Annual Report on Form           10-K with
the Securities and Exchange Commission after the end of each of the           calendar
year 2008 and the calendar year 2009, a statement of the revenues of           the
Protexx Business acquired by Acquisition and the achievement or shortfall of
          the Minimum EBITDA for that applicable calendar year of the Earnout Period
          (“Earnout Statement”). The Earnout Statement shall be prepared in
          accordance with GAAP, in all cases as GAAP is expressly modified by the terms
of           this Agreement and the Earnout Statement.  




            (ii)                 WidePoint
and Protexx shall in good faith attempt to agree upon the amount of           the Earnout
Payment, if any, within thirty (30) days after the receipt by           Protexx of each
Earnout Statement. If the parties are able to agree on the           amount of the
Earnout Payment for a particular calendar year during the Earnout           Period, then
WidePoint, directly or through one of its subsidiaries, shall make           the Earnout
Payment within fifteen (15) business days after the expiration of           such 30-day
period.  




            (iii)                 In
the event of a dispute regarding an Earnout Payment, the undisputed portion           of
the Earnout Payment, if any, shall be paid within fifteen (15) business days
          after an agreement as to the undisputed portion of an Earnout Payment is
          reached. Any disputed portion of the Earnout Payment shall be determined, at
          WidePoint’s expense, by WidePoint’s Accountants, and WidePoint shall
          deliver the report of WidePoint’s Accountants on the Earnout Payment
          (“Earnout Report”) to Protexx within one hundred twenty (120) days
          after the end of the Earnout Period.  




            (iv)                 Protexx
shall notify WidePoint of any objections to the Earnout Report within           sixty
(60) days after Protexx receives the Earnout Report. If Protexx does not           notify
WidePoint of any objections to the Earnout Report by the end of that           sixty-day
period, then the Earnout Report, as prepared by WidePoint’s           Accountants,
shall be considered final on the last day of that sixty-day period.  




            (v)                 If
Protexx does notify WidePoint of any objections to the Earnout Report by the
          end of that sixty-day period, and WidePoint and Protexx are unable to resolve
          their differences within fifteen (15) days thereafter, then the disputed items
          on the Earnout Report shall be reviewed, as soon as reasonably possible, at the
          expense of Protexx by Protexx’s Accountants. Protexx and WidePoint shall
          instruct their respective Accountants to, in good faith, use reasonable efforts
          to resolve such disputed items to their mutual satisfaction and to deliver a
          final Earnout Report to Protexx and WidePoint as soon as reasonably possible.  




9 










            (vi)                 If
Protexx’s Accountants and WidePoint’s Accountants are unable to
          resolve any such disputed items within thirty (30) days after receiving such
          instructions, then the remaining disputed items shall be submitted to either
(A)           one arbitrator as mutually agreed upon by each of Protexx and WidePoint
within           thirty (30) days after the expiration of the preceding 30-day period
during           which Protexx’s Accountants and WidePoint’s Accountants are
unable to           resolve any such disputed items or (B) in the event Protexx and
WidePoint are           not able to mutually agreed upon an arbitrator, then each of
Protexx and           WidePoint shall select one (1) arbitrator and then those two (2)
selected           arbitrators shall select a third arbitrator, with such three (3)
arbitrators to           then meet promptly thereafter to resolve any disputed portion of
such Earnout           Payment. The decision by such arbitrator(s) shall be binding upon
the parties.           Protexx and WidePoint shall each pay for fifty percent (50%) of
the costs of           such arbitration. The arbitrator(s) shall be instructed to deliver
a final           Earnout Report to Protexx and WidePoint as soon as possible, which
shall be           final and binding on the parties. Within fifteen (15) business days
after the           Earnout Report is finalized in accordance with this Section 3.3(b),
any unpaid           portion of the Earnout Payment, if any, shall be paid to Protexx.  




    3.4.           Currency
and Method of Payment. All dollar amounts stated in this           Agreement are
stated in United States currency, and all payments required under           this
Agreement shall be paid in United States currency. All cash payments           required
under this Agreement shall be made as follows: (a) any payment may be           made by
wire transfer of immediately available United States federal funds; (b)           any
payment exceeding $100,000 shall be made by wire transfer of immediately
          available United States federal funds; (c) any payment exceeding $10,000, but
          not exceeding $100,000, may be made by bank certified, treasurer’s or
          cashier’s check; and (d) any payment not exceeding $10,000 may be made by
          ordinary check.  



    3.5.           Prorations.
The following prorations relating to the Specified Assets or           Specified
Liabilities will be made as of the Effective Time, with Protexx           remaining
liable to the extent such items relate to any time period up to and           including
the Effective Time if not already taken into account on the Closing           Balance
Sheet, and with Acquisition becoming liable to the extent such items           relate to
periods subsequent to the Effective Time. Except as otherwise           specifically
provided herein, the net amount of all such prorations will be           settled and paid
at the Closing or as soon thereafter as mutually agreed upon by           the parties:  



        (a)              Personal
property taxes, real estate taxes and assessments, and other Taxes, if           any, on
or with respect to the Assets; provided that special assessments for           work
actually commenced or levied prior to the date of this Agreement shall be           paid
by Protexx.  




        (b)              Rents,
additional rents, taxes and other items payable by Protexx under any           lease,
license, permit, contract or other agreement or arrangement of Protexx to           be
assigned to or assumed by Acquisition.  




        (c)              The
amount of rents, taxes and charges for sewer, water, fuel, telephone,
          electricity and other utilities; provided that if practicable, meter readings
          shall be taken at the Effective Time and the respective obligations of the
          parties determined in accordance with such readings.  





10 









        (d)              All
other items normally adjusted in connection with similar transactions.  




        If
the actual expense of any of the above items for the billing period within which the
Effective Time falls is not known at the time of the Closing, then the proration shall be
made based on the expense incurred in the previous billing period, for expenses billed
less often than quarterly, and on the average expense incurred in the preceding three
billing periods, for expenses billed quarterly or more often. Protexx agrees to furnish
Acquisition with such documents and other records as shall be reasonably requested in
order to confirm all proration calculations. 



    3.6.           Allocation
of Consideration. The aggregate consideration, including the           Purchase Price
and the assumption of the Specified Liabilities, shall be           allocated for tax
purposes among the Specified Assets and the noncompetition           covenants set forth
in Section 7.3 in accordance with Schedule 3.6. WidePoint,           Protexx and
Acquisition will file all Tax Returns and other related forms,           reports and
documents made by them to any governmental agencies in a manner           consistent with
such allocation and will not take any position inconsistent with           such
allocation. To the extent that disclosures of this allocation are required           to
be made by Protexx to the IRS or any other Tax authority or agency, Protexx
          will disclose such reports to WidePoint at least thirty (30) days prior to
          filing with the IRS or any other Tax authority or agency.  



SECTION 4:
REPRESENTATIONS AND WARRANTIES OF PROTEXX AND THE PROTEXX MANAGEMENT SHAREHOLDERS  



        Knowing
that WidePoint and Acquisition rely thereon, Protexx, and the Protexx Management
Shareholders jointly and severally, make the following representations and warranties to
WidePoint and Acquisition, except Manuel does not make the representations contained in
sections 4.7, 4.9, 4.13, 4.17 and 4.26 (insofar as section 4.26 relates to sections 4.7,
4.9, 4.13 and 4.17). 



    4.1.           Organization. 



        (a)              Protexx
is a limited liability company validly formed and existing under the           Laws of
the State of Delaware. Protexx possesses the full corporate power and           authority
to own its Assets and to conduct its business as and where presently           conducted.
Protexx is duly qualified or registered to do business in each           jurisdiction
where such qualification or registration is required by applicable           Law, except
where the lack of such qualification or registration would not have           a Material
Adverse Effect. Except as set forth on Schedule 4.1, Protexx does not           own any
subsidiaries. Except as set forth on Schedule 4.1, there are no           predecessors to
Protexx. Schedule 4.1 states with respect to Protexx: (a) its           federal employer
identification number; (b) its officers, employees and           shareholders; (c) its
registered agent and/or office in its jurisdiction of           formation (if
applicable); (d) all foreign jurisdictions in which it is           qualified or
registered to do business and its registered agent in each such           jurisdiction;
(e) its headquarters’ address, telephone number and facsimile           number; (f)
all fictitious, assumed or other names of any type that are           registered or used
by it or under which it has done business at any time since           its date of
formation; and (g) any name changes, recapitalizations, mergers,
          reorganizations or similar events since its date of formation. Accurate and
          complete copies of Protexx’s articles of organization and bylaws, each as
          amended to date (collectively, the”Organizational Documents”), are
          attached to Schedule 4.1.  




11 










        (b)              22THEN
LLC was a limited liability company duly formed and validly existing           under the
laws of the State of Delaware (“22THEN”). The persons who           constituted
the Board of Directors of Protexx were the same persons who           constituted the
Board of Managers of 22THEN. The persons who constituted all the           shareholders
of Protexx were the same persons who constituted all the members of           22THEN on a
pro rata basis. Pursuant to Special Meetings of the Board of           Directors of
Protexx and the Board of Members of 22THEN, each duly conducted on           January 11,
2008, and pursuant to Special Meetings of the shareholders of           Protexx and the
members of 22THEN, each duly conducted on January 11, 2008, each           of Protexx and
22THEN duly and properly agreed to the merger of 22THEN with and           into Protexx,
which merger was duly and properly consummated on January 17, 2008           after the
revival of 22THEN on that same date, with such revival and merger           being
evidenced by the Certificate of Revival and the Certificate of Merger,           each as
duly filed with the State of Delaware on January 17, 2008. Accurate and
          complete copies of such Certificate of Revival of 22THEN and the Certificate of
          Merger of 22THEN with and into Protexx are each attached hereto on Schedule
4.1.           The result of such revival of 22THEN and the subsequent merger of 22THEN
with           and into Protexx is that Protexx is now the sole owner of all assets and
          liabilities of any and all types whatsoever of 22THEN. The assets and
          liabilities of 22THEN immediately prior to such merger with Protexx are listed
          on Schedule 4.1.  




        (c)              Protexx
of the Americas, Inc. (“Protexx Americas”) was duly           incorporated and
organized and was validly existing and in good standing under           the laws of the
State of Florida from the date of its incorporation up to and           including the
date of its administrative dissolution by the State of Florida,           with such
dissolution being duly effective under Florida law on September 14,           2007.
Protexx Americas never had any business activities, personnel, assets or
          liabilities whatsoever from the date of its incorporation up to and including
          the date of its dissolution under Florida law. The dissolution of Protexx
          Americas did not have and will not have any affect whatsoever on the Agreement
          or the transactions contemplated thereby. Written evidence of the
administrative           dissolution of Protexx Americas by the State of Florida is
attached hereto on           Schedule 4.1.  










12 










    4.2.           Effect
of Agreement. 



        (a)              Protexx’s
execution and delivery of this Agreement and, as of the Closing,           any ancillary
agreements and instruments provided for herein (each an           “Ancillary
Agreement”) to which Protexx is or will be a party, its           consummation of
the Asset Purchase and its performance of its obligations           hereunder and
thereunder: (i) has been duly authorized by all corporate action           required by
its Organizational Documents and applicable Delaware Law other than           Protexx
shareholder approval; (ii) is not in violation of and does not           constitute a
default under its Organizational Documents; (iii) except as set           forth in
Schedule 4.2(A), does not constitute a default or breach (immediately           or after
the giving of notice, passage of time or both) under any Contract or           other
understanding of any type whatsoever to which Protexx is a party or by           which
Protexx is bound or to which any of the Assets of Protexx are subject;           (iv)
does not constitute a violation of any Law, Judgment or Order that is
          applicable to Protexx or to the business or Assets of Protexx, or to the Asset
          Purchase, including but not limited to the Software Transfers; (v) except
          Encumbrances created pursuant to this Agreement in favor of the parties thereto
          and except as stated on Schedule 4.2(A), does not result in the creation of any
          Encumbrance (other than a Permitted Lien) upon, or give to any third party any
          interest in, any of the business or Assets of Protexx, or any of the interests
          in Protexx; and (vi) except as set forth in Schedule 4.2(A), does not require
          the consent of any Person. This Agreement constitutes and, as of the Closing,
          any Ancillary Agreement to which Protexx will be a party will constitute, a the
          valid and legally binding agreement of Protexx, enforceable against Protexx in
          accordance with its terms.  




    4.3.           Shareholders
and Ownership. 



        (a)              As
of the date of this Agreement, Schedule 4.3(A) is an accurate and complete           list
as of the date hereof of: (i) the full legal names of all shareholders of
          Protexx and all other persons and entities that have any right to acquire any
          equity interest in Protexx (including but not limited to stock options and/or
          warrants); (ii) the addresses of their respective current principal residences;
          and (iii) their social security numbers or federal tax identification numbers.
          There are no other record owners of any equity interests of Protexx, or any
          other securities of Protexx, and there currently are no other issued or
          outstanding equity securities of Protexx other than its common stock. All
          securities of Protexx have been duly authorized, validly issued in compliance
          with all applicable laws, rules and regulations, fully paid, non-assessable,
and           not subject to any legal or equitable claims nor rights of rescission.  




    4.4.           Financial
and Corporate Records. The Books and Records of Protexx are and           have been
properly prepared and maintained in form and substance adequate for           preparing
audited financial statements in accordance with GAAP. Such Books and           Records
are and have been maintained in form and substance in compliance with           GAAP and
all applicable rules and regulations of the Laws to which Protexx are           subject.
Protexx has each made available to WidePoint true and complete copies           of its
respective minute books and stock record books to the extent it has or
          maintains such books (the “Corporate Records”).  



    4.5.           Compliance
with Law. 



16 










        (a)              The
operations of Protexx, the conduct of the Protexx Business, as and where           such
business presently is conducted, and the ownership, possession and use of           the
Assets of Protexx comply, in all material respects, with all applicable           Laws.
Except as set forth on Schedule 4.5, Protexx has obtained and currently           holds
all Permits required for the lawful operation of its business as and where           such
business is presently conducted, except where the failure to obtain or hold
          such Permit would not have a Material Adverse Effect. Except as set forth on
          Schedule 4.5, Protexx has obtained all exemptive or other necessary relief from
          each applicable governmental agency as necessary to conduct its business, and
          currently is operating in compliance with any and all conditions imposed by
each           applicable governmental agency in granting such relief.  




        (b)              Patriot
Act Matters. Protexx maintains documentation adequate to verify the           accurate
contact information, including identity and street address, for all its
          proprietary traders and customers as required by the USA Patriot Act, formerly
          known as the Uniting and Strengthening America by Providing Appropriate Tools
          Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot
          Act”). To Protexx’s Knowledge: (i) none of the employees, customers
or           clients of Protexx is identified as a suspected terrorist or other
prohibited           individual, entity or organization described on the United States
Department of           Treasury’s Office of Foreign Assets Control (“OFAC”)
          “Specially Designated Nationals” (“SDN”) list available at
          OFAC’s website address (www.treas.gov.ofac) as of the date hereof; (ii) no
          employees, customers or clients have used any proceeds generated from their
          trading activities for the benefit of individuals, entities or organizations
          from a country embargoed or restricted by the United States government, as
          listed on OFAC’s website; (iii) no employees, customers or clients have
          used the proceeds generated from their activities for any illegal purpose,
          including money laundering or terrorist financing activities; and (iv) its
          employees, customers or clients comply with all relevant provisions of the
          Patriot Act.  




    4.6.           Regulatory
Matters. 



        (a)              Protexx
and its employees, agents, associates, shareholders, members or           contractors who
are required to be licensed or registered with any federal           and/or state
governmental agency by reason of their association with Protexx           and/or Protexx’s
Business are duly registered as such and such           registrations are in full force
and effect. All Governmental or Regulatory           Entity registration requirements
have complied with and such registrations as           currently filed, and all periodic
reports required to be filed with respect           thereto, are accurate and complete in
all material respects.  




        (b)              To
Protexx’s Knowledge, there are no facts or circumstances pertaining to
          Protexx that would: (i) cause any Governmental or Regulatory Entity to not
          approve the transfer of Protexx’s Business and substantially all of its
          assets at the time of this Agreement and as of the Closing from Protexx and its
          current owners to Acquisition and WidePoint; or (ii) materially and adversely
          affect Acquisition’s ability to conduct Protexx’s Business as
          conducted by Protexx immediately prior to the Closing.  




14 










        (c)              Except
as set forth in Schedule 4.6(C), neither Protexx nor any of its           associated
persons (as defined in Section 3(a)(21) of the 1934 Act) is subject           to any
order, directive or enforcement action by, or party to any written           agreement,
memorandum of understanding or commitment letter with, or similar           undertaking
with respect to, or otherwise relating to, Protexx’s Business,           has been
ordered to pay any civil penalty or fine by, or is a recipient of any
          supervisory letter from, or has adopted any board or member resolutions at the
          request or direction of any Governmental or Regulatory Entity that restricts
the           conduct of its business or that in any manner relates to its capital
adequacy,           its ability to pay dividends, its credit or risk management policies,
its           management, or any other aspect of its business (each, a “Regulatory
          Agreement”), nor has Protexx been advised in any other manner by any
          Governmental or Regulatory Entity that it is considering issuing or requesting
          such a Regulatory Agreement. Except as set forth in Schedule 4.6(C), neither
          Protexx nor any of its respective associated persons (as defined in Section
          3(a)(21) of the 1934 Act) has been convicted within the past ten years of any
          felony or misdemeanor described in Section 15(b)(4) of the 1934 Act, or is, by
          reason of any misconduct, permanently or temporarily enjoined from acting in
the           capacities, or engaging in the activities, described in Section 15(b)(4)(C)
of           the 1934 Act.  




        (d)              Schedule
4.6(D) sets forth all Governmental or Regulatory Entities with which           Protexx is
required to be registered, licensed, and/or file any reports, as of           the date of
this Agreement; and except as listed on Schedule 4.6(D) or Schedule           4.1,
neither Protexx or any of its respective employees, directors, or           shareholders,
by virtue of their respective activities with respect to the           Protexx Business,
is required to be so registered or obtain such a license or           similar
authorization from any Governmental or Regulatory Entity. Protexx has           not
exceeded in any material respect the business activities enumerated in any
          agreements or other limitations imposed in connection with its registrations,
          forms and reports filed with any Governmental or Regulatory Entity. Protexx has
          filed all material reports, registrations and statements, together with any
          amendments required to be made with respect thereto, that they were required by
          Law to file with any Governmental or Regulatory Entity, and Protexx has paid
all           fees and assessments due and payable in connection therewith. The
information           contained in such registrations, forms and reports was true and
complete in all           material respects as of the date of filing thereof. Each such
registration is in           full force and effect on the date of this Agreement. Except
as set forth in           Schedule 4.6(D), and except for routine examinations conducted
by any           Governmental or Regulatory Entity in the regular course of business, no
          Governmental or Regulatory Entity has initiated any formal or informal
          Proceeding or investigation into the business or operations of Protexx or its
          subsidiaries. Except as set forth on Schedule 4.6(D), there is no unresolved
          violation or deficiency identified by, or to Protexx’s Knowledge
threatened           by, any Governmental or Regulatory Entity with respect to Protexx.  




    4.7.           Financial
Statements. Schedule 4.7(A) includes accurate and complete           copies of the
following financial statements (“Financial Statements”)           of Protexx:
(a) a balance sheet as of each of December 31, 2005, December 31,           2006, and
December 31, 2007 for Protexx; and (b) statements of income,           statements of
shareholders’ equity, and statements of cash flows for the           fiscal years
ended December 31, 2006 and December 31, 2007. Schedule 4.7(B)           includes an
accurate and complete copy of a balance sheet of Protexx as of           January 31, 2008
(“Recent Balance Sheet”) and related financial           statements
(collectively, the “Financial Statements”), including           statements of
income, statements of members’ capital, and statements of           shareholders
equity prepared by the management of Protexx on an ongoing basis           since the
beginning of the current fiscal year through June 30, 2008. All of the
          Financial Statements were prepared in accordance with GAAP. Each balance sheet
          included in the Financial Statements fairly presents the financial condition of
          Protexx as of the date indicated therein. Each of the income statements
included           in the Financial Statements fairly presents the results of operations
of Protexx           as of the dates and for the periods indicated. All of the Financial
Statements           were prepared in accordance with GAAP as applied to interim period
financial           statements, and all adjustments that are necessary for a fair
presentation           thereof (consisting only of normal recurring adjustments) have
been made. All of           the normal recurring adjustments made to the Financial
Statements are listed on           Schedule 4.7(C).  




15 









    4.8.           Operations
Since the Date of the Recent Balance Sheet. Except as set           forth on Schedule
4.8 or as specifically identified in this Agreement, from the           date of the
Recent Balance Sheet to the date of this Agreement and through to           the Closing
Date:  



        (a)              Protexx
has not: (i) created or assumed any Encumbrance other than a Permitted           Lien
upon any of its business or material Assets; (ii) purchased, leased, sold,
          abandoned or otherwise acquired or disposed of any business or material Assets;
          (iii) waived any material right or canceled any debt or claim; (iv) assumed or
          entered into any material Contract other than this Agreement and any agreement
          contemplated hereby; or (v) increased, or authorized an increase in, the
          dividends, distributions, compensation or benefits paid or provided to its
          shareholders, directors, officers, employees, agents or representatives.  




        (b)              Protexx
has not incurred any Obligation, made any loan to any Person, acquired           or
disposed of any business or material Assets, entered into any Contract or           other
transaction, or done any of the other things described in Section 4.8(a),
          involving an amount exceeding five thousand dollars ($5,000) individually or in
          the aggregate with respect to all such Persons.  




        (c)              There
has been no material casualty loss affecting Protexx or the business,           Assets or
financial condition of Protexx.  




        (d)              Protexx
has not paid any deferred bonuses or compensation due to any           shareholder,
director, officer, employee, or agent of Protexx, except to the           extent such
deferred bonuses or compensation was accrued on the Recent Balance           Sheet.  




    4.9.           Accounts
Receivable. All Accounts Receivable included in the Recent           Balance Sheet
arose in the ordinary course of business and are collectable (net           of reserves
shown on the Recent Balance Sheet for doubtful accounts) in the           ordinary course
of business without the necessity of commencing legal           proceedings. There are no
refunds, discounts, rights of setoff or assignment           affecting any such Accounts
Receivable. Proper amounts of deferred revenues           appear on the Books and Records
of Protexx, in accordance with GAAP, with           respect to all of Protexx’s: (a)
billed but unearned Accounts Receivable;           (b) previously billed and collected
Accounts Receivable still unearned; and (c)           unearned customer deposits.  



    4.10.           Tangible
Assets. Protexx has good and marketable title to all of its           owned tangible
Specified Assets, free and clear of any Encumbrances, except for           Permitted
Liens and as set forth in the Recent Balance Sheet and Schedule 4.10.           Protexx
is the sole and exclusive owner of all the Specified Assets and no other           person
or entity whatsoever has any right, claim or interest (equitable or           otherwise)
in any of the Specified Assets. Schedule 4.10 sets forth a list of           all
equipment leases of Protexx providing for annual payments in excess of one
          thousand dollars ($1,000) indicating: (a) the name of the lessee (including any
          leases on which Protexx is a guarantor); (b) description of the equipment; (c)
          current term; (d) monthly rental cost; and (e) lessor.  



16 










    4.11.           Real
Property. Protexx does not currently own and has never owned any           Real
Property. Schedule 4.11 includes a detailed list of all Real Property           leased by
Protexx or whose lease is guaranteed by Protexx (collectively, the           “Protexx
Real Property”), indicating: (a) the name of the tenant           (including any
leases on which Protexx is a guarantor); (b) location; (c) term;           (d) monthly
base rent as of June 30, 2008; and (e) landlord. Schedule 4.11 also           includes a
list of all Protexx branch offices. Protexx has good and marketable           leasehold
title to all of the Protexx Real Property leased by it, free and clear           of any
Encumbrance except Permitted Liens. To Protexx’s Knowledge, none of           the
Protexx Real Property, nor the possession, occupancy, maintenance or use
          thereof, is in violation of, or breach or default under, any Contract to which
          Protexx is a party or any Law relating to Protexx’s ownership, possession,
          occupancy, maintenance or use of the Protexx Real Property and, to
          Protexx’s Knowledge, no notice or threat from any lessor, Governmental or
          Regulatory Entity or other Person has been received by Protexx claiming any
          violation of, or breach, default or liability under, any Contract to which
          Protexx is a party or any Law relating to Protexx’s ownership, possession,
          occupancy, maintenance or use of the Protexx Real Property relating to
          Protexx’s possession, occupancy or use of the Protexx Real Property, or
          requiring or calling attention to the need for any work, repairs, construction,
          alteration, installations or environmental remediation by Protexx.  



    4.12.           Environmental
Matters. Neither Protexx, or its directors, officers,           employees or
shareholders has placed or caused to be placed, and to           Protexx’s Knowledge
there are no, Hazardous Substances in, on, under or           migrating from any of the
Protexx Real Property (except as in accordance with           applicable law). All of the
Protexx Real Property and the operations of Protexx           thereon have been and
currently are being operated by the Protexx in compliance           with applicable
Environmental Laws.  









17 










    4.13.           Software
and Other Intangibles. Set forth on Schedule 4.13 is an accurate           and
complete list of all Software and other Intangibles: (a) owned or under
          development by Protexx or any person or entity affiliated with either Protexx
          and/or 22THEN which is used in whole or in part in the Protexx Business
          (together, the “Protexx Software”); or (b) used or licensed by
          Protexx, or previously by 22THEN, in each case including a product description,
          the language in which it is written and the type of hardware platform(s) on
          which it runs (other than, in each case, standard commercial Software products
          used by Protexx for administrative and/or operational purposes). Schedule 4.13
          identifies each item of Protexx Software that is owned by or licensed by a
          third-party, as applicable, and licensed or sub-licensed to Protexx or 22THEN
by           such third party as of the date hereof. No other Software or Intangibles
(other           than standard commercial Software products used by Protexx for
administrative           and/or operational purposes) are used by Protexx in the
operation of Protexx           Business, and except as described on Schedule 4.13, no
rights of any third party           are necessary to license, sublicense, sell, modify,
update, and/or create           derivative works for the Software listed on Schedule
4.13. The Protexx Software           will adequately perform the functions for which
it/they are intended to enable           the revenues and EBITDA of Acquisition over the
Earnout Period to provide for           the maximum Earnout Amount, based upon current
market conditions and anticipated           business. Except as set forth on Schedule
4.13, Protexx has good title to, or           has the right to use, all of the Software
and other Intangibles listed on           Schedule 4.13, free and clear of any
Encumbrance. Except as set forth on           Schedule 4.13, all of the Protexx Software
was created as a work for hire (as           defined under U.S. copyright law) by regular
full time employees of Protexx or           22THEN. With respect to the Protexx Software:
(i) Protexx maintains           machine-readable master-reproducible copies, source code
listings, technical           documentation and user manuals for the most current
releases or versions thereof           (except that the technical documentation and user
manuals are current through           March 2008) and for all earlier releases or
versions thereof currently being           supported by them; (ii) in each case, the
machine-readable copy substantially           conforms to the corresponding source code
listing; and (iii) it is written in           the language set forth on Schedule 4.13,
for use on the hardware set forth on           Schedule 4.13 with standard operating
systems; (iv) it can be maintained and           modified by reasonably competent
programmers familiar with such language,           hardware and operating systems; and
(v) in the case of the most recent version           of all Protexx Software that is
currently used in the operation of the Protexx           Business, it operates in
accordance with the user manual therefore without           material operating defects.
None of the Protexx Software or, to Protexx’s           Knowledge, other Intangibles
listed on Schedule 4.13, or their respective past           or current uses by Protexx,
including the preparation, distribution, marketing           or licensing, has violated
or infringed upon, or is violating or infringing           upon, any Software,
technology, patent, copyright, trade secret or other           Intangible of any Person.
Except as set forth on Schedule 4.19, to           Protexx’s Knowledge, no Person is
violating or infringing upon, or has           violated or infringed upon at any time,
any of the Protexx Software or other           Intangibles listed on Schedule 4.13.
Except as set forth on Schedule 4.13, none           of the Protexx Software or other
Intangibles listed on Schedule 4.13 is owned by           or registered in the name of
any current or former owner, member, partner,           shareholder, executive,
member-manager, employee, salesman, agent, customer,           representative or
contractor of Protexx or 22THEN nor does any such Person have           any interest
therein or right thereto, including the right to royalty payments.           Protexx has
maintained all trade secrets and copyrights with respect to the           Protexx
Software listed on Schedule 4.13. Except as set forth on Schedule 4.13,           neither
Protexx or 22THEN has disclosed or delivered to any escrow agent or to           any
other Person, or permitted the disclosure to any escrow agent or to any           other
Person of, the source code (or any aspect or portion thereof) of any past,
          present or future version of any Protexx Software. Except as set forth on
          Schedule 4.19, no Proceeding is pending or, to Protexx’s Knowledge, is
          being or has been threatened, nor has any claim or demand been made, which
          challenges the legality, validity, enforceability or ownership of any license,
          sublicense or other Contract covering or relating to any Software or Intangible
          listed on Schedule 4.13. Except with respect to demonstration or trial copies,
          no portion of any Protexx Software or Intangibles contains any “back
          door,” “time bomb,” “Trojan horse,” “worm,”          “drop
dead device,” “virus” or other software routines or           hardware
components intentionally designed by Protexx to permit unauthorized           access or
to disable or erase software, hardware, or data without the consent of           the
user. Set forth on Schedule 4.13 are all Internet domain names used in the
          operation of the Protexx Business (“Domain Names”). Except as set
          forth on Schedule 4.13, Protexx is the registrant of all Domain Names, and all
          registrations of Domain Names are in good standing until at least the dates set
          forth on Schedule 4.13. To Protexx’s Knowledge, no action has been taken
or           is pending to challenge rights to, suspend, cancel or disable any Domain
Name,           registration therefor or the right of Protexx to use a Domain Name.
Protexx has           all right, title and interest in and to, and rights to use the
Domain Names on           the Internet and otherwise in the operation of the Protexx
Business as a           trade-mark and/or trade name. There is no governmental
prohibition or           restriction on the use of any of the Protexx Software in any
jurisdiction in           which Protexx uses the Protexx Software or has used the Protexx
Software since           January 1, 2002, or on the export or import of the Protexx
Software from or to           any such jurisdiction. Except as set forth on Schedule
4.13, Protexx is the sole           owner of, and has good and marketable title to, and
all right, title and           interest in and to all databases compiled and maintained
by Protexx (or           previously by 22THEN) in connection with the Protexx Business.
Except as           specified on Schedule 4.13, (and except for the individual rights of
any Person           in or to information contained within any such database that relates
to such           Person), no Person other than Protexx has any right or interest of any
kind or           nature in or to such databases. Except as set forth on Schedule 4.13 to
          Protexx’s Knowledge, no person: (i) is violating or infringing upon, or
has           violated or infringed upon at any time, any right of Protexx in or to such
          databases; or (ii) is breaching or has breached at any time any duty or
          obligation owed to Protexx in respect of such databases. Except as set forth in
          Schedule 4.13, neither the past nor current use of any such database or the
          information contained therein in the Protexx Business: (i) has violated or
          infringed upon, or is violating or infringing upon, the rights of any Person;
or           (ii) breaches any duty or obligation owed to any Person; or (iii) violates
the           privacy or any Law relating to the privacy of any Person.  




18 









    4.14.           Contracts. 



        (a)              Schedule
4.14 is an accurate and complete list of all of the following types of
          Contracts to which either Protexx, or where indicated below, 22THEN, is a party
          or by which Protexx is bound as of the date of this Agreement (collectively,
and           as supplemented pursuant to Section 9.2(f), the “Specified
          Contracts”), grouped into the following categories: (a) agreements with
          customers, including shareholders, and any other entities from which revenues
          may be derived at any time; (b) Contracts for the lease of Protexx Real
Property           or otherwise concerning Protexx Real Property used by Protexx; (c)
loan           agreements, mortgages, notes, guarantees and other financing Contracts;
(d)           Contracts for the purchase, lease and/or maintenance of computer equipment
and           other equipment, Contracts for the purchase, license, lease and/or
maintenance           of Software under which Protexx or 22THEN is the purchaser,
licensee, lessee or           user, and other supplier Contracts; (e) employment,
consulting and sales           representative Contracts (excluding Contracts which
constitute Employee Benefit           Plans listed on Schedule 4.16, and excluding oral
Contracts with employees for           “at will” employment); (f) Contracts
under which any rights in and/or           ownership of Software, technology or other
Intangible of Protexx or 22THEN, or           any prior version thereof, or any part of
the customer base, business or assets           of Protexx, or any shares or other
ownership interest in Protexx (or any of its           predecessors) was acquired, as
well as any other Contracts relating to Software,           technology or other
Intangible of Protexx or 22THEN, including but not limited           to any royalty
agreements or rights agreements; and (g) other material Contracts           (excluding
Contracts which constitute Insurance Policies listed on Schedule 4.20           and
excluding this Agreement.) A description of each oral Specified Contract is
          included on Schedule 4.14, and copies of each written Specified Contract have
          been delivered to WidePoint and Acquisition. Except as set forth on Schedule
          4.14, each of the customers of Protexx have signed and are bound by a written
          Contract that is similar in all material respects to one of the form agreements
          that are attached to Schedule 4.14. Except as set forth on Schedule 4.14, with
          respect to each of the Specified Contracts, neither Protexx nor 22THEN is in
          default thereunder and there has not occurred any event that would constitute a
          default thereunder with the passage of time, the giving of notice, or both.
          Except as set forth on Schedule 4.14, to Protexx’s Knowledge, none of the
          other parties to any Specified Contract is in default thereunder and there has
          not occurred any event that would constitute a default thereunder with the
          passage of time, the giving of notice or both. Except as set forth on Schedule
          4.14, neither Protexx nor 22THEN has given or received any notice of default or
          notice of termination with respect to any Specified Contract, and each
Specified           Contract is in full force and effect in accordance with its terms,
and subject           to obtaining the consents indicated on Schedule 4.2(A), upon
consummation of the           transactions contemplated by this Agreement will continue
to be legal, valid,           binding, enforceable and in full force and effect on the
terms substantially           identical to those in effect immediately prior to the
consummation of such           transactions. The Specified Contracts are all the material
Contracts necessary           and sufficient to operate the business of Protexx as
currently operated.  




19 










    4.15.           Employees
and Independent Contractors. Schedule 4.15 includes a list of           all of the
Employees of Protexx as of the date of this Agreement, and: (a) their           titles or
responsibilities; and (b) their current salaries or wages and all           bonuses,
commissions and incentives paid at any time during the past twelve           months.
Schedule 4.15 also includes a list of all independent contractors           performing
services for Protexx as of the date of this Agreement. Protexx and/or           22THEN
have never been a party to or bound by any union or collective bargaining
          Contract, nor is any such Contract currently in effect or being negotiated by
or           on behalf of Protexx. As of the Closing Date, none of the Employees of
Protexx           will be entitled to receive any severance payment upon the termination
of their           employment with Protexx. Except as limited by any employment Contracts
listed on           and attached to Schedule 4.14 and except for any limitations of
general           application which may be imposed under applicable employment Laws,
Protexx has           the right to terminate the employment of each of its Employees at
will and           without incurring any penalty or liability. Protexx is in compliance
in all           material respects with all Laws respecting employment practices. Since
its           formation date, Protexx has not experienced any labor problem that was or
is           material to it. Since its formation date, 22THEN never had any employees.
Except           as set forth on Schedule 4.15, no unresolved claim has been asserted by
any           current or former employee arising out of or related to his or her
employment           with Protexx and/or the termination thereof. Except as set forth on
Schedule           4.15, each of Protexx’s current Employees has signed an employee
agreement           which contains certain restrictive covenants substantially in the
form attached           to Schedule 4.15. Except as indicated on Schedule 4.15, since
January 1, 2002,           no Employee of Protexx having an annual salary of $25,000 or
more has indicated           to Protexx or to such Employee’s appropriate manager an
intention to           terminate or has terminated his or her employment with Protexx. To
the           Protexx’s Knowledge, the Transactions will not materially adversely
affect           relations with any Employees of Protexx.  



    4.16.           Employee
Benefit Plans. 



        (a)              Protexx
does not have, and never has had, any ERISA Affiliates. 22THEN never had           any
ERISA Affiliates.  




        (b)              Schedule
4.16(B) sets forth an accurate and complete list of all of the Employee           Benefit
Plans which Protexx has in the past or currently maintains or           contributes to or
in which any employee or leased employee of Protexx           participates. 22THEN never
had any Employee Benefit Plans. Those Employee           Benefit Plans which are ERISA
Plans are separately identified. Except as set           forth on Schedule 4.16(B),
Protexx: (i) has not established, maintained or           contributed to or been
obligated to contribute to any Employee Benefit Plans and           has no current or
contingent obligation to contribute to any Employee Benefit           Plan; (ii) does not
have any plan or commitment to establish any Employee           Benefit Plan or modify
any Employee Benefit Plan currently in effect (except to           the extent required by
law); and (iii) has never maintained, established,           sponsored, participated in,
contributed to, or been obligated to contribute to           any plan subject to Title IV
or ERISA or section 412 of the Code, and at no time           has Protexx or any ERISA
Affiliate contributed to or been requested to           contribute to any “multiemployer
plan” as such term is defined in           ERISA or to any plan described in Section
413(c) of the Code.  




20 









        (c)              Except
as set forth on Schedule 4.16(C), Protexx has provided WidePoint with:           (i)
accurate and complete copies of all plan documents governing each Employee
          Benefit Plan; (ii) accurate and complete lists of the participants in each
          Employee Benefit Plan; (iii) the most recent annual report (Form Series 5500)
          filed with respect to each ERISA Plan for which such filing is required,
          including all schedules and other attachments thereto; (iv) the most recent
          summary plan description, and all subsequent summaries of material
modification,           with respect to each ERISA Plan; (v) the most recent IRS
determination with           respect to the qualification of the Protexx 401(k) Savings
Plan; (vi) all           discrimination tests performed with respect to the Protexx
401(k) Savings Plan;           and (vii) all current administrative service agreements,
group annuity           Contracts, group insurance contracts, and similar written
agreements and           contracts relating to any Employee Benefit Plan.  




        (d)              Except
as set forth on Schedule 4.16(D), Protexx has timely amended the Protexx           401(k)
Savings Plan with respect to the so called “GUST Amendments”          and has
made a timely application to the IRS for a favorable determination           letter with
regard to such amendments or the time to make such amendments and a           timely
application to the IRS for a favorable determination of opinion letter           has not
expired. Except as set forth on Schedule 4.16(D), Protexx has no reason           to
believe that the Protexx 401(k) Savings Plan is not a qualified plan within           the
meaning of Section 401 of the Code and otherwise in full compliance with the
          provisions of the Code both in form and in operation.  




        (e)              With
respect to each Employee Benefit Plan, Protexx will have made, on or before           the
Closing Date, all contributions required to be made on or prior to such           date.  




        (f)              None
of the Employee Benefit Plans promises or provides retiree medical or other
          retiree welfare benefits to any person except as required by COBRA and/or any
          similar state law and Protexx has not represented, promised, or contracted to
          provide such retiree benefits to any employee, former employee, director,
          consultant or other person except as required by COBRA and/or any similar state
          law.  




        (g)              Except
as set forth on Schedule 4.16(G), all Employee Benefit Plans are, and           have
been, maintained and administered in material compliance with their           provisions
and with all applicable Laws, including ERISA, COBRA, the Family           Medical Leave
Act of 1993, the Women’s Health and Cancer Rights Act, the           Newborns’ and
Mothers’ Health Protection Act, and the Health Insurance           Portability and
Accountability Act of 1996, the Code, and any similar provisions           of state law
applicable to employees of Protexx, and the regulations and rulings           promulgated
thereunder. Protexx and all fiduciaries of the Employee Benefit           Plans have
complied with the provisions of the Employee Benefit Plans and with           all
applicable Laws including ERISA and the Code and the regulations and rulings
          thereunder. No “prohibited transaction” within the meaning of section
          4975 of the Code or sections 406 or 407 or ERISA, and not otherwise exempt
under           section 408 or ERISA, has occurred with respect to any ERISA Plan.  





21 









        (h)              Except
to the extent disclosed on Schedule 4.16(H), neither the execution and           delivery
of this Agreement nor the consummation of the Transactions will: (i)           result in
any payment (including any severance, unemployment compensation or           golden
parachute payment) becoming due from Protexx under any Employee Benefit           Plans;
(ii) increase any benefits otherwise payable under any Employee Benefit           Plans;
or (iii) result in the acceleration of the time of payment or vesting of           any
such benefits to any extent. Each Employee Benefit Plan can be amended,
          terminated or otherwise discontinued in accordance with its terms without
          liability to Protexx or any ERISA Affiliate.  




        (i)              There
are no pending Proceedings that have been asserted or, to Protexx’s
          Knowledge, threatened with regard to Employee Benefit Plans, the Assets of any
          of the trusts under such plans, the plan sponsor, the plan administrator or any
          fiduciary of any such plan (other than routine benefit claims), and, to
          Protexx’s Knowledge, there are no facts which could form the basis for any
          such Proceeding. Except as set forth on Schedule 4.16(I), there are no
          investigations or audits of any Employee Benefit Plans, any trusts under such
          plans, the plan sponsor, the plan administrator or any fiduciary of any such
          plan that have been instituted or, to Protexx’s Knowledge, threatened,
and,           to Protexx’s Knowledge, there are no facts which could form the basis
for           any such investigation or audit. Except as set forth on Schedule 4.16(I),
no           event has occurred nor will occur which will result in Protexx having any
          liability after the Closing Date in connection with any Employee Benefit Plan
          established, maintained, contributed to or to which there has been an
obligation           to contribute (currently or previously) by it or any ERISA
Affiliate, other than           liability to make contributions or pay benefits as they
become due under the           terms of such plans in the normal course.  




        (j)              Protexx
does not now, nor has it ever had the obligation to maintain, establish,
          sponsor, participate in, or contribute to any Employee Benefit Plan for the
          benefit of any employee, former employee, director or consultant of Protexx or
          any ERISA Affiliate who performs services outside of the United States.  




    4.17.           Customers
and Prospective Customers. Schedule 4.17 is a complete list of           all
customers and prospective customers of Protexx as of the date of this
          Agreement, and for each prospective customer the list indicates the name,
          address and contact person thereat, and for each customer the list indicates:
          (a) name and address; (b) number of years as a customer with Protexx and/or
          22THEN, as applicable; and (c) account balances for customers, in each case, as
          of December 31, 2006, December 31, 2007, and May 31, 2008. Except as set forth
          on Schedule 4.17, from January 1, 2002, to the date hereof, none of the
          customers of Protexx has given notice or otherwise indicated that it will or
          intends to terminate or not renew its contract before the scheduled expiration
          date or otherwise terminate its relationship with Protexx. To Protexx’s
          Knowledge, the Transactions will not materially adversely affect relations with
          any of the customers or prospective customers of Protexx.  



    4.18.           Tax
Matters. 



22 










        (a)    Provision
For Taxes. The provision made for Taxes on the Financial           Statements is
sufficient for the payment of all Taxes at the date of the           Financial Statements
and for all years and periods prior thereto. Since the date           of the Financial
Statements, Protexx has not incurred any Taxes other than Taxes           incurred in the
ordinary course of business consistent in type and amount with           past practices.
The charges, accruals, and reserves for Taxes with respect to           Protexx for any
tax period (or portion thereof) ending on or before Closing Date           (a “Pre-Closing
Tax Period”) (including any Pre-Closing Tax Period for           which no Tax Return
has yet been filed) reflected on the books of Protexx           (excluding any provision
for deferred income taxes) are adequate to cover such           Taxes. 22THEN never
conducted any business and has never owed any Taxes.  




        (b)    Tax
Returns Filed. Schedule 4.18(B) is an accurate and complete list of           all Tax
Returns filed by each of Protexx and 22THEN since inception. Accurate           and
complete copies of all federal, state, local and foreign income, franchise           and
sales and use Tax Returns on such list have been made available or delivered           to
WidePoint. Except as set forth on Schedule 4.18(B): (i) all Tax Returns
          required to be filed by or on behalf of Protexx and/or 22THEN have been timely
          filed; (ii) all such Tax Returns were true, correct, and complete in all
          respects; (iii) all Taxes owed thereon by Protexx and/or 22THEN have been paid
          or adequately accrued; (iv) Protexx and 22THEN have not extended the time
within           which to file any Tax Return; and (v) no claim has ever been made by an
          authority in a jurisdiction where Protexx and/or 22THEN does not file Tax
          Returns that Protexx and/or 22THEN is or may be subject to Tax by that
          jurisdiction or authority.  




        (c)    Withholding. Protexx
and 22THEN have duly withheld and paid all Taxes           which they are required to
withhold and pay in connection with amounts paid or           owing to any employee,
independent contractor, creditor, member, agent,           representative, contractor,
supplier, or other third party of Protexx or 22THEN.  




        (d)    Tax
Audits. The federal and state income or franchise Tax Returns of           Protexx
and/or 22THEN have never been audited by the Internal Revenue Service or           by the
appropriate state taxing authority for any period. Protexx and/or 22THEN           has
not received from the Internal Revenue Service or from the Tax authorities           of
any state, county, local or other jurisdiction (i) any notice of underpayment
          of Taxes or other deficiency which has not been paid nor (ii) any objection to
          any Tax Return they have filed. There are no outstanding agreements or waivers
          extending the statutory period of limitations applicable to any Tax Return with
          respect to a Tax assessment or deficiency. No officer (or employee responsible
          for Tax matters) of Protexx expects any authority to assess any additional
Taxes           for any period for which Tax Returns have been filed. There is no dispute
or           claim concerning any Tax of Protexx and/or 22THEN either: (A) claimed or
raised           by any authority in writing; or (B) as to which any of the officers (and
          employees and agents responsible for Tax matters) of Protexx have actual
          knowledge.  




        (e)    Consolidated
Group. Neither Protexx nor 22THEN has ever been a member of           an affiliated
group of corporations that filed a consolidated tax return.           Protexx does not
have any liability for the Taxes of any person or entity under           Reg. § 1.1502-6
(or any corresponding or similar provision of state, local,           or foreign law), as
a transferee or successor, by contract, or otherwise.  




23 










        (f)    Other. Neither
Protexx nor 22THEN have: (i) filed any consent or           agreement under Section
341(f) of the Internal Revenue Code of 1986, as amended           (the “Code”);
(ii) applied for any Tax ruling; (iii) entered into a           closing agreement as
described in Code Section 7121 or otherwise (or any           corresponding or similar
provision of state, local, or foreign Tax law) with any           Tax authority; (iv)
filed an election under Section 338(g) or Section 338(h)(10)           of the Code (nor
has a deemed election under Section 338(e) of the Code           occurred); (v) made any
payments, or been a party to an agreement (including           this Agreement) that under
any circumstances could obligate it to make payments           (either before or after
the Closing Date) that will not be deductible because of           Section 162(m) or
Section 280G of the Code; or (vi) been a party to any Tax           allocation or Tax
sharing agreement. Neither Protexx nor 22THEN is or was ever a           “United
States real property holding company” within the meaning of           Section 897 of
the Code. There are no liens or other security interests for           Taxes on the
assets of Protexx or 22THEN, except for liens for current Taxes not           yet due and
payable. No property of Protexx or 22THEN is subject to a tax           benefit transfer
lease subject to the provisions of former Section 168(f)(8) of           the Internal
Revenue Code of 1954; is “tax-exempt use property” within           the meaning
of Section 168(h) of the Code; or secures any debt the interest on           which is
exempt from Tax under Section 103 of the Code. Neither Protexx nor           22THEN has
agreed, nor is either required to make, any adjustment under Section           263A,
Section 481, or Section 482 of the Code (or any corresponding or similar
          provision of state, local or foreign law) by reason of a change in accounting
          method or otherwise. Protexx does not have in effect any election for federal
          income tax purposes under Sections 108, 168, 338, 341, 441, 471, 1017, 1033,
          1502, or 4977 of the Code. Protexx has made an election under Section 754 of
the           Code and such election has not been revoked and is currently in effect.
Protexx           has not been the “distributing corporation” (within the
meaning of           Section 355(c)(2) of the Code) with respect to a transaction
described in           Section 355 of the Code within the three-year period ending as of
the date of           this Agreement. Protexx has not participated in an international
boycott as           defined in Code Section 999. Protexx does not have a permanent
establishment in           any foreign country, as defined in any applicable Tax treaty
or convention           between the United States of America and such foreign country.
Protexx is in           compliance with the terms and conditions of any applicable Tax
exemptions, Tax           agreements or Tax orders of any government to which they may be
subject or which           they may have claimed, and the transactions contemplated by
this Agreement will           not have any adverse effect on such compliance. Protexx
will not be required to           include any item of income in, or exclude any item of
deduction from, taxable           income for any taxable period (or portion thereof)
ending after the Closing Date           as a result of any (A) installment sale or open
transaction disposition made on           or prior to the Closing Date; or (B) prepaid
amount received on or prior to the           Closing Date.  




        (g)    Passthrough
Entities. Schedule 4.18(G) lists every limited liability           company,
partnership, and other entity, whether or not such entity is           disregarded for
Tax purposes, in which Protexx has an ownership interest. 22THEN           never had any
ownership interests in any other entity.  




        (h)    Tax
Positions. Protexx has disclosed on its federal income Tax Returns           all
positions taken therein that could give rise to a substantial understatement           of
federal income Tax within the meaning of Code § 6662. Protexx has not
          received a tax opinion with respect to any transaction relating to Protexx
other           than a transaction in the ordinary course of business. Protexx is not the
direct           or indirect beneficiary of a guarantee of tax benefits or any other
arrangement           that has the same economic effect with respect to any transaction
or tax opinion           relating to Protexx. Protexx is not a party to an understanding
or arrangement           described in Section 6111(d) or Section 6662(d)(2)(C)(iii) of
the Code. Protexx           is not a party to a lease arrangement involving a defeasance
of rent, interest           or principal.  





24 









        (i)    Tax
Classification. Protexx is classified and taxed as a corporation for           all
federal, state, and local income and franchise Tax purposes. 22THEN was
          classified and taxed as a partnership for all federal, state, and local income
          and franchise Tax purposes. Except as set forth in Schedule 4.18, Protexx was a
          partner of 22THEN for all federal, state, and local income and franchise Tax
          purposes.  




        (j)    22THEN. 22THEN,
since inception and through the merger of 22THEN with and           into Protexx had only
the members listed in Schedule 4.3(A). Protexx Americas,           since inception and
through the date of its administrative dissolution by the           State of Florida only
had Protexx as the sole shareholder of Protexx Americas.           Each of 22THEN and
Protexx Americas was not an “association” taxed as           a corporation
under the Code for federal tax purposes (and for applicable income           and
franchise state and local tax purposes). The owners, managers, members, or           any
officer, employee, or agent of 22THEN and/or Protexx Americas never made an
          election under the Treasury Regulation section 301.7701-3(c) (nor under any
          similar state or local income or franchise tax law or regulation) to treat
          22THEN or Protexx Americas as an “association” taxable as a
          corporation.  




    4.19.           Proceedings
and Judgments. Except as described on Schedule 4.19: (a) no           Proceeding is
currently pending or, to Protexx’s Knowledge, threatened           against Protexx,
22THEN or Protexx Americas; (b) no Judgment is currently           outstanding against
Protexx, 22THEN or Protexx Americas; and (c) no breach of           contract, breach of
warranty, tort, negligence, infringement, product liability,           discrimination,
wrongful discharge or other claim of any nature (collectively,           “Claims”)
has been asserted since January 1, 2002, or, to           Protexx’s Knowledge,
threatened by or against Protexx, 22THEN or Protexx           Americas, and, to Protexx’s
Knowledge, there is no basis for any such claim           against Protexx, 22THEN or
Protexx Americas. As to each matter described on           Schedule 4.19, accurate and
complete copies of all pertinent pleadings,           Judgments, correspondence and other
legal documents have been made available to           WidePoint and Acquisition.  



    4.20.           Insurance.
Schedule 4.20 is an accurate and complete list of all           Insurance Policies
(excluding Insurance Policies that constitute Employee           Benefit Plans described
on Schedule 4.16) currently owned or maintained by           Protexx. Except as indicated
on Schedule 4.20, all such Insurance Policies are           on an “occurrence” rather
than a “claims made” basis.           Protexx has not received written notice
of cancellation with respect to any such           current Insurance Policy. Except as
indicated on Schedule 4.20, accurate and           complete copies of all Insurance
Policies described on Schedule 4.20 have been           delivered or made available to
WidePoint and Acquisition. Each such Insurance           Policy is in full force and
effect. Except as described on Schedule 4.20, there           are no claims that are
pending under any of the Insurance Policies described on           Schedule 4.20 in
excess of $5,000, individually or in the aggregate. Neither           22THEN nor Protexx
Americas ever owned or maintained any Insurance Policies.  




25 









    4.21.           Questionable
Payments. None of the executives, the member-managers,           representatives,
agents or employees of Protexx, 22THEN or Protexx Americas           (when acting in such
capacity or otherwise on behalf of Protexx, 22THEN, Protexx           Americas, or any of
their predecessors, as applicable): (a) has used or is using           any funds of
Protexx, 22THEN or Protexx Americas for any illegal contributions,           gifts,
entertainment or other unlawful expenses relating to political activity;           (b)
has used or is using any funds of Protexx, 22THEN or Protexx Americas for           any
direct or indirect unlawful payments to any foreign or domestic government
          officials or employees; (c) has violated or is violating any provision of the
          Foreign Corrupt Practices Act of 1977; (d) has established or maintained, or is
          maintaining, any unlawful or unrecorded fund of monies or other properties of
          Protexx, 22THEN or Protexx Americas; (e) has made any false or fictitious
          entries on the Books and Records of Protexx or 22THEN (with Protexx Americas
not           having any Books and Records); or (f) has made any bribe, rebate, payoff,
          influence payment, kickback or other unlawful payment of any nature using funds
          of Protexx, 22THEN or Protexx Americas or otherwise on behalf of Protexx,
22THEN           or Protexx Americas.  



    4.22.           Related
Party Transactions. Except as described on Schedule 4.22, and           except for
any employment Contracts listed on Schedule 4.14 and Employee Benefit           Plans set
forth on Schedule 4.16, there are no real estate leases, personal           property
leases, loans, guarantees, Contracts, transactions, understandings or           other
arrangements of any nature between or among Protexx, 22THEN or Protexx           Americas
on the one hand, and any current or former owner, shareholder, member,           manager,
employee, or controlling Person of Protexx, 22THEN or Protexx Americas           (or any
of their predecessors) or any Affiliate (as such term is defined for the
          purposes of the Securities Exchange Act of 1934, as amended), of Protexx,
22THEN           or Protexx Americas (or any of its predecessors) on the other hand.  



    4.23.           Brokerage
Fees. No Person acting on behalf of Protexx is or shall be           entitled to any
brokerage or finder’s fee in connection with the           Transactions.  



    4.24.           Acquisition
Proposals. Except as set forth on Schedule 4.24, since           January 1, 2006,
Protexx, 22THEN and/or Protexx Americas has not, directly or           indirectly,
solicited, initiated or responded to any inquiries or proposals           from, or
participated in any discussions or negotiations with any Person or           group (other
than WidePoint and its officers, employees, representatives and           agents and any
Governmental or Regulatory Entities) concerning any sale of all           or
substantially all of the Assets of Protexx, 22THEN and/or Protexx Americas,           any
sale of shares of capital stock, membership interests or other securities of
          Protexx, 22THEN and/or Protexx Americas, or any merger, consolidation or
similar           transaction involving Protexx, 22THEN and/or Protexx Americas.  



    4.25.           22THEN
and Protexx Americas. Protexx Americas was a wholly-owned           subsidiary of
Protexx that never carried on any operations or business. 22THEN           was a newly
formed entity which was owned by the same shareholders in the same           proportions
as such persons own Protexx. 22THEN never carried on any operations           or
business; provided, however, that 22THEN owned certain intellectual property
          rights with respect to intellectual property utilized in the Protexx Business
as           described in detail in Schedule 4.25, with all such intellectual property
now           being solely and exclusively owned by Protexx as a result of the merger of
          22THEN with and into Protexx as of January 17, 2008. 22THEN had no Assets
(other           than the intellectual property described on Schedule 4.25) nor any
Obligations           as of the date of its merger with and ito Protexx, other than as
described in           Schedule 4.25. As a result of the merger of 22THEN with and into
Protexx, all           the assets of 22THEN were transferred to and are now solely owned
by Protexx           with no Encumbrances whatsoever or any type or nature. Protexx
Americas never           had any Assets nor Obligations. 22THEN and Protexx Americas
never had any           employees and never had any Contracts.  




26 









    4.26.           Full
Disclosure. No representation or warranty made by Protexx or the           Protexx
Management Shareholders in this Agreement (as modified by the schedules           to this
Agreement, as supplemented pursuant to Section 6.8 (the “Disclosure
          Schedules”)): (a) contains any untrue statement of any material fact; or
          (b) omits to state any fact that is necessary to make the statements made, in
          the context in which made, not false or misleading in any material respect. The
          copies of documents attached to or specifically identified or referenced in the
          Disclosure Schedules, are accurate and complete and are not missing any
          amendments or modifications thereto (except as indicated on the Disclosure
          Schedules). To Protexx’s Knowledge, since the date of the Recent Balance
          Sheet no fact has occurred that has not been disclosed to WidePoint in this
          Agreement (including the Disclosure Schedules, as supplemented pursuant to
          Sections 6.8 and 9.2(f) of this Agreement), or otherwise in writing, that has
          had or, so far as Protexx can reasonably foresee, will have a Material Adverse
          Effect or a material adverse effect on the business or financial condition of
          Acquisition after the Closing and (in each case, which Material Adverse Effect
          or material adverse effect is or will be material under either GAAP or
          applicable legal principles to Protexx or Protexx’s Business or the
          business of Acquisition after the Closing, as applicable, or any material
          adverse effect on the ability of any party to perform their respective
          obligations under this Agreement; provided, however, that none of the following
          shall constitute a Material Adverse Effect for purposes of this Section 4.26:
          (x) any circumstance, change or effect affecting generally the United States
          economy or world equity markets or any material portion thereof; (y) any
          circumstance, change or effect arising out of, resulting from or relating to
the           announcement or pendency of the Transactions or compliance with the terms
of, or           the taking of any action required by, this Agreement; or (z) any
circumstance,           change or effect arising out of, resulting from or relating to
any act or           omission of WidePoint or any of its affiliates.  



SECTION 5:
REPRESENTATIONS AND WARRANTIES OF WIDEPOINT AND ACQUISITION  



        Knowing
that Protexx is relying thereon, WidePoint and Acquisition, jointly and severally, make
the following representations and warranties to Protexx, each of which is true and correct
on the date hereof, shall remain true and correct to and including the Closing Date. 



    5.1.           Organization.
WidePoint is a corporation that is validly existing and in           good standing
under the Laws of the State of Delaware. Acquisition is a           corporation, validly
existing and in good standing under the Laws of the State           of Delaware.
WidePoint and Acquisition each possess the full power and authority           to own
their respective Assets and conduct their respective businesses as and           where
presently conducted. All of the issued and outstanding shares of capital           stock
of Acquisition are owned by WidePoint.  




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    5.2.           Effect
of Agreement. Each of WidePoint’s and Acquisition’s           execution,
delivery and performance of this Agreement, and its consummation of           the
Transactions: (a) has been duly authorized by all necessary actions by the
          Board of Directors of both WidePoint and Acquisition and has been duly
          authorized by all necessary action on behalf of each WidePoint and Acquisition;
          (b) does not constitute a violation of or default under their respective
          organizational documents; (c) does not constitute a default or breach
          (immediately or after the giving of notice, passage of time or both) under any
          Contract to which WidePoint or Acquisition is a party or by which WidePoint or
          Acquisition is bound; (d) do not constitute a violation of any Law, Judgment or
          Order that is applicable to them or to their respective businesses or Assets,
or           to the Transactions; and (e) except as set forth on Schedule 5.2, does not
          require the consent of or approvals, or filings or registrations with, any
          Person. This Agreement constitutes the valid and legally binding agreement of
          each of WidePoint and Acquisition, enforceable against each of them in
          accordance with its terms.  



    5.3.           Regulatory
Matters. To the actual knowledge of Steve Komar and James           McCubbin, there
are no facts or circumstances pertaining to WidePoint or           Acquisition that
would: (a) cause any Governmental or Regulatory Entity to not           approve the
purchase of Protexx’s Business and the Specified Assets from           Protexx by
Acquisition; (b) cause any Governmental or Regulatory Entity to           revoke or
materially restrict any authorizations held by Protexx as a result of           the Asset
Purchase; (c) cause any Governmental or Regulatory Entities whose           approval is
necessary to permit consummation of the transactions contemplated           hereby to not
approve of the transactions contemplated by this Agreement; or (d)           materially
and adversely affect Acquisition’s ability to conduct           Protexx’s
Business after the Closing as conducted by Protexx immediately           prior to
Closing.  



    5.4.           Brokerage
Fees. No Person acting on behalf of WidePoint or Acquisition is           or shall be
entitled to any brokerage or finder’s fee in connection with           the
Transactions.  



    5.5.           Operations
of Acquisition. As of the Closing Date and immediately prior           to the
Closing, Acquisition will not be engaged in any activities whatsoever           other
than the taking of actions necessary for the performance of its           obligations
hereunder, and will have no assets (including without limitation           subsidiaries
or investments or other ownership interests in any other Person           other than
securities of Prescient) or liabilities of any kind whatsoever.  



SECTION 6: CERTAIN
OBLIGATIONS PENDING CLOSING  



    6.1.           Access.
Between the date of this Agreement and the Closing Date, Protexx           shall,
upon reasonable notice and in a manner not unduly disruptive to the daily
          operations of Protexx: (a) permit WidePoint and its authorized representatives
          to have reasonable access to the facilities and offices of Protexx during
normal           business hours, observe the operations of Protexx, meet with the
officers and           employees of the Protexx, and audit, examine and copy the files,
books and           records of Protexx and 22THEN; and (b) provide to WidePoint and its
authorized           representatives all information concerning Protexx and 22THEN, and
each of their           businesses, Assets and financial condition, that WidePoint
reasonably requests;           and (c) shall accommodate in good faith any reasonable
requests by WidePoint to           contact customers, proprietary traders, prospects and
suppliers of Protexx.           Protexx Americas does not have any files, books, records,
business, Assets,           customers, traders, prospects or suppliers.  




28 









    6.2.           Conduct
of Business. Between the date of this Agreement and the Closing           Date,
except with the prior written consent of WidePoint, which shall not be
          unreasonably withheld or delayed, or as otherwise expressly contemplated by
this           Agreement or disclosed in the Disclosure Schedules hereto:  



        (a)    Current
Practices. Protexx shall: (i) conduct its business in a diligent           manner and
comply in all material respects with all Laws and Orders applicable           to it; (ii)
not make any material change in its business practices; and (iii)           use its
commercially reasonable efforts to preserve its business organization           intact in
all material respects, keeping available the services of its current           officers,
employees, salesmen, agents and representatives, and maintaining the           good will
of its customers, suppliers and other Persons having business           relations with
it. Peter Letizia, Charles Manuel, and William Tabor, who are           actively involved
in the management or software development of Protexx, shall           remain actively
involved in managing Protexx, consistent with their past           practices. Protexx
Americas never had any business and 22THEN no longer has any           separate business
after the merger of 22THEN with and into Protexx on January           17, 2008. The only
business of 22THEN prior to its merger with and into Protexx           was the ownership
of certain Software and intellectual property, all of which           has been and
continues to be solely and exclusively owned by Protexx from and           after the
merger of 22THEN with and into Protexx on January 17, 2008.  




        (b)    Consult
with WidePoint. When reasonably requested by WidePoint, the           management of
each of Protexx shall consult with the management of WidePoint, or           its
representatives, as to the business and affairs of Protexx.  




        (c)    Outside
the Ordinary Course. Except in the ordinary course of its           business
consistent with its past practices, and except in connection with           Assets not
included in the Specified Assets or Obligations not included in the           Specified
Liabilities, Protexx shall not: (i) create or assume any Encumbrance           upon any
of its business or the Specified Assets except for Permitted Liens;           (ii) incur
any Obligation relating to or affecting any of the Specified Assets           or that
would constitute a Specified Liability; (iii) make any loan or advance           that
would constitute a Specified Liability; (iv) assume, guarantee or otherwise
          become liable for any Obligation of any third party that would constitute a
          Specified Liability; (v) commit for any capital expenditure that would
          constitute a Specified Liability; (vi) sell, abandon or otherwise dispose of
any           Specified Assets; (vii) waive any right or cancel any debt or claim
included in           the Specified Assets; (viii) assume or enter into any Contract
other than this           Agreement (and any other Contract contemplated herein); (ix)
increase, or           authorize an increase in, the compensation or benefits paid or
provided to any           of its directors, members, officers, employees, salesmen,
agents or           representatives; or (x) do anything else outside the ordinary course
of its           business consistent with its past practices, whether or not specifically
          described in any of the foregoing clauses, that impacts a Specified Asset or
          would constitute a Specified Liability.  




        (d)    In
the Ordinary Course. Even in the ordinary course of its business           consistent
with its past practices, Protexx shall not: (i) incur any Obligation           relating
to or affecting any of the Specified Assets or that would constitute a
          Specified Liability, or enter into any Contract (excluding customer Contracts
          and related commitments entered into in the ordinary course of business
          consistent with past practices), involving, in any single case, an amount
          exceeding $5,000, individually or in the aggregate; or (ii) make any
          distribution to a shareholder or affiliate.  




29 










        (e)    Other
Business Requirements. Protexx shall use commercially reasonable           efforts
to: (i) maintain or cause to be maintained the Specified Assets, the           Protexx
Real Property, and its Tangible Property in good condition, ordinary           wear and
tear excepted; (ii) maintain its Contracts, Employee Benefit Plans,           Insurance
Policies and Permits in full force and effect; (iii) repair, restore           or replace
any of its Tangible Property that is damaged, destroyed, lost or           stolen; (iv)
comply in all material respects with all applicable Laws; (v)           properly file all
Tax Returns and reports required to be filed by it; and (vi)           fully pay when due
all Taxes payable by it.  




        (f)    Other
Limitations. Protexx shall not: (i) breach or cause a breach by it           under
any material Contract, Employee Benefit Plan, Insurance Policy or Permit;           (ii)
adopt or enter into any new Employee Benefit Plan or modify any existing
          Employee Benefit Plan, except if such amendment is required by the Code, ERISA
          or other applicable Law or is contemplated by this Agreement; (iii) participate
          in any merger, consolidation, reorganization, sale of assets, or creation of
any           Obligation affecting any of the Specified Assets and/or the Specified
          Liabilities of Protexx, other than the Transactions; (iv) begin to engage in
any           new type of business; (v) acquire the business or any bulk Assets of any
other           Person; (vi) completely or partially liquidate or dissolve; or (vii)
terminate           any part of its business.  




        (g)    Good
Standing. Except as specifically provided for in this Agreement,           Protexx
shall maintain its existence and good standing in its jurisdiction of           formation
and, as applicable, each jurisdiction where it is qualified or           registered to do
business as a foreign corporation. Protexx shall not amend its           Organizational
Documents.  




        (h)    Commitments. Protexx
shall not enter into any Contract that commits it to           take any action or omit to
take any action that would be inconsistent with any           of the provisions of this
Section 6.2 or any other provisions of this Agreement.  




    6.3.           Interim
Financial Statements. For the month of Janaury 2008 and each           subsequent
calendar month that ends before the Closing Date, Protexx shall           promptly
prepare and deliver to WidePoint internal, unaudited financial           statements of
the same type, and satisfying the same requirements, as the           interim period
financial statements included with Schedule 4.7(B).  



    6.4.           Certain
Business Matters. Protexx shall fully pay all deferred bonuses           and similar
special compensation due to employees or consultants of Protexx that           shall have
been accrued before Closing. There are no such amounts which are due           or owing
to any former employees or consultants of 22THEN.  



    6.5.           Acquisition
Proposals. Except as contemplated by this Agreement, between           the date of
this Agreement and the Closing Date, Protexx shall not, and Protexx           shall use
its commercially reasonable efforts to cause each and every director,           officer,
employee, representative or agent of Protexx, not to, directly or           indirectly,
solicit, initiate, encourage or respond to any inquiries or           proposals from, or
participate in any discussions or negotiations with, or           provide any non-public
information to, any Person or group (other than WidePoint           and its officers,
employees, representatives and agents or in connection with           the Asset Purchase
and the Software Transfers) concerning any bulk sale of any           Assets of Protexx,
any sale of equity interests or other securities of Protexx,           or any merger,
consolidation or similar transaction involving Protexx. Protexx           shall
immediately advise WidePoint, and communicate to WidePoint the terms of,           any
such inquiry or proposal received by any or all of them.  



30 










    6.6.           Protexx
Consents. Between the date of this Agreement and the Closing           Date, Protexx
shall in good faith use commercially reasonable efforts to obtain           all Consents
listed on Schedule 4.2 and all other Consents necessary to permit           the
transactions contemplated by this Agreement to be consummated without           causing
any violation of, or any breach or default under, any applicable Law or           any
Contract to which Protexx or 22THEN is a party or by which Protexx or 22THEN           is
bound.  



    6.7.           WidePoint
Consents. Between the date of this Agreement and the Closing           Date,
WidePoint shall in good faith use commercially reasonable efforts to           obtain all
Consents listed on Schedule 5.2 and all other Consents necessary to           permit the
transactions contemplated by this Agreement to be consummated without           causing
any violation of, or any breach or default under, any applicable Law or           any
material Contract to which WidePoint is a party or by which WidePoint is           bound.  



    6.8.           Advice
of Changes. 



        (a)              Between
the date of this Agreement and the Closing Date, Protexx and the Protexx
          Management Shareholders shall promptly advise WidePoint, in writing, of any
fact           of which any of them obtain knowledge that causes a breach of its
          representations and warranties made as of the date of this Agreement, or if any
          of them becomes aware of the occurrence after the date of this Agreement of any
          fact that would (except as expressly contemplated by this Agreement, including
          the Disclosure Schedules hereto) cause or constitute a breach of any
          representation or warranty of any of them (other than a representation or
          warranty that by its terms speaks as of the date of this Agreement) had such
          representation or warranty been made as of the time of occurrence or discovery
          of such fact. Should any such fact require any change in the Disclosure
          Schedules if the Disclosure Schedules were dated the date of the occurrence or
          discovery of any such fact, Protexx and the Protexx Management Shareholders
will           promptly deliver to WidePoint an update in writing to the Disclosure
Schedules           specifying such change (a “Disclosure Schedule Change”).
Such           Disclosure Schedule Change shall become part of the Disclosure Schedules
and any           representation or warranty herein which is affected by such updated
information           shall be deemed to have been supplemented or amended accordingly
and any breach           of a representation and warranty relating to such updated
information shall be           deemed cured. The parties hereto acknowledge and agree
that any Disclosure           Schedule Change may include exceptions to any
representation and warranty           herein, regardless of whether any schedule of
exceptions was provided for or           contemplated with respect to such representation
and warranty as of the date           hereof; provided, however, that WidePoint and
Acquisition shall have the option           to terminate this Agreement without any
liability whatsoever in the event of any           adverse Disclosure Schedule Change.  




        (b)              Between
the date of this Agreement and the Closing Date, WidePoint and           Acquisition
shall promptly advise Protexx, in writing, of any fact of which any           of them
obtains knowledge and that, if existing or known as of the date of this
          Agreement, would have been required to be set forth or disclosed in or pursuant
          to this Agreement.  





31 









    6.9.           Commercially
Reasonable Efforts. Protexx the Protexx Management           Shareholders,
Acquisition and WidePoint shall each use commercially reasonable           efforts to
consummate the transactions contemplated by this Agreement as of the           earliest
practicable date. Neither Protexx, the Protexx Management Shareholders,
          Acquisition nor WidePoint shall take, or cause to be taken, or to the best of
          their ability permit to be taken, any action that would impair the prospect of
          completing the transactions contemplated by this Agreement, except actions
          required to be taken under or in order to comply with applicable Law.  



    6.10.           Regulatory
Applications. 



        (a)              Protexx,
the Protexx Management Shareholders, Acquisition and WidePoint shall           cooperate
and use their respective commercially reasonable efforts to prepare           all
documentation, to effect all filings and to obtain all permits,           registrations,
consents, approvals and authorizations of all Governmental or           Regulatory
Entities necessary to consummate the transactions contemplated by           this
Agreement. Protexx and WidePoint agree that they will consult with the           other
with respect to the obtaining of all material permits, consents, approvals           and
authorizations of Governmental or Regulatory Entities necessary or advisable           to
consummate the Transactions, including without limitation any necessary SEC,
          AMEX, or other approval, and each will keep the other parties apprised of the
          status of material matters relating to completion of the transactions
          contemplated hereby.  




        (b)              Protexx
and WidePoint agree, upon request, to furnish the other parties to this
          Agreement with all information concerning itself, its affiliates, directors,
          officers, employees and stockholders, members and partners and such other
          matters as may be reasonably necessary or advisable in connection with any
          filing, notice or application made by or on behalf of such other party to any
          third party or Governmental or Regulatory Entity.  




    6.11.           Confidentiality.
Unless and until the Closing occurs, each party shall,           and shall cause its
respective directors, officers, counsel and other authorized           representatives
and affiliated parties to, hold in strict confidence, and not           disclose to any
other party, and not use in any way except in connection with           the consummation
of the transactions contemplated by this Agreement, all           information obtained
from the other parties to this Agreement or their           respective representatives in
connection with the Transactions. In the event           that this Agreement is
terminated or the Transactions shall otherwise fail to be           consummated, each
party shall use commercially reasonable efforts to cause all           copies of
documents or extracts thereof it holds and data as to the other           parties to be
destroyed or returned to the party that originally provided such           documents.
After the Closing Date, WidePoint will retain, or will cause           Acquisition to
retain, all Books and Records of Protexx for not less than forty           (40) months
following the end of the tax period to which such Books and Records           relate.  



    6.12.           HSR
Act Compliance. The parties represent and agree that the Transactions           will
not require any party to file or cause to be filed with the Federal Trade
          Commission and/or the United States Department of Justice any information under
          the HSR Act. In the event any filing or information is required to be filed
          under the HSR Act, then WidePoint shall have the option to terminate this
          Agreement without any liability whatsoever.  



32 










SECTION 7: RESTRICTIVE
COVENANTS OF PROTEXX  



    7.1.           Certain
Acknowledgements. From and after the Closing Date, each of           Protexx and the
Protexx Management Shareholdersexpressly acknowledges that:  



        (a)              WidePoint
expends substantial time and money, on an ongoing basis, to train its
          employees, maintain and expand its services, product offerings and customer
          base, and improve and develop its Software, technology, databases, products and
          services.  




        (b)              In
connection with the Transactions, during their tenure as a shareholder and/or
          employee of Protexx before Closing, and, if applicable, during their tenure as
          an employee of, or a consultant to, Acquisition after Closing, the Protexx
          Management Shareholders and the persons executing employment agreements with
          Acquisition who are currently employed by Protexx have had and will continue to
          have access to, receive, learn, develop and/or conceive proprietary and
          confidential knowledge and information relating to the Protexx Business and the
          Specified Assets; such knowledge and information must be kept in strict
          confidence to protect Protexx and Acquisition and to maintain WidePoint’s
          competitive positions in the marketplace; and such knowledge and information
          would be useful to competitors of WidePoint for indefinite periods of time.  




        (c)              The
covenants of this Section 7 (the “Covenants”) are a material part           of
the agreement among the parties hereto and are an integral part of the
          obligations of the parties hereto; the Covenants are supported by good and
          adequate consideration; and the Covenants are reasonable and necessary to
          protect the legitimate business interests of WidePoint.  




    7.2.           Nondisclosure
Covenants. At all times after the Closing Date, except with           WidePoint’s
prior written consent, or except in connection with the proper           performance of
services for and as an employee of or consultant to WidePoint,           none of Protexx
and/or the Protexx Management Shareholders shall, directly or           indirectly, in
any capacity:  



        (a)              Communicate,
publish or otherwise disclose to any Person (other than its           counsel, auditors
or agents who are bound by appropriate confidentiality           obligations) or use for
the benefit of any Person, any confidential or           proprietary property, knowledge
or information of WidePoint, Acquisition,           Protexx, their respective affiliates,
or concerning any of their respective           business, Software, Assets or financial
condition, no matter when or how such           knowledge or information was acquired,
including: (i) the identity of customers           and prospects, their specific
requirements, and the names, addresses and           telephone numbers of individual
contacts at customers and prospects; (ii)           prices, renewal dates and other
detailed terms of customer and supplier           contracts and proposals; (iii) pricing
policies, marketing and sales strategies,           methods of delivering products and
services, and product and service development           projects and strategies; (iv)
source code, object code, formats, user manuals,           technical manuals and other
documentation for Software products; (v) screen           designs, report designs and
other designs, concepts and visual expressions for           Software products; (vi)
designs, concepts, know-how, user manuals, technical           manuals and other
documentation for trading systems, communications networks and           related
technologies; (vii) employment and payroll records; (viii) forecasts,           budgets
and other nonpublic financial information; and (ix) expansion plans,           management
policies, methods of operation, and other business strategies and           policies.  



33 











        (b)              Use
any proprietary Software, technology, products or services or other
          confidential or proprietary knowledge or information of WidePoint, Acquisition,
          Protexx, or any of its affiliates, no matter when or how acquired, for any
          purpose not in furtherance of the businesses and interests of WidePoint and/or
          Acquisition, including but not necessarily limited to for purposes of
designing,           developing, marketing and/or selling any Software, technology,
products or           services that are similar to (visually or functionally) or
competitive with any           proprietary Software, technology, products or services of
the Protexx Business.  




    7.3.           Noncompetition
Covenants. During the period beginning on the Closing Date           and ending on
the fifth anniversary of the Closing Date, except with           WidePoint’s prior
written consent, none of Protexx and/or the Protexx           Management Shareholders
shall, directly or indirectly, in any capacity, at any           location worldwide:  



        (a)              Communicate
with or solicit any Person who is or during such period becomes a           customer,
prospect, supplier, employee, salesman, agent or representative of, or           a
consultant to, the Protexx Business, in any manner that interferes or might
          interfere with such Person’s relationship with WidePoint, Acquisition or
          their affiliates, or in an effort to obtain any such Person as a customer,
          employee, supplier, salesman, agent or representative of, or a consultant to,
          any other Person that conducts a business competitive with or similar to all or
          any part of the Protexx Business.  




        (b)              Market
or sell, in any manner other than in furtherance of the business and           interests
of WidePoint, Acquisition or their affiliates, any Software,           technology,
products or services that is similar to (visually or functionally)           or
competitive with any proprietary Software, technology, products or services           of
the Protexx Business.  




        (c)              Establish,
own, manage, operate, finance or control, or participate in the           establishment,
ownership, management, operation, financing or control of, or be           a director,
officer, employee, salesman, agent or representative of, or be a           consultant to,
any Person that conducts a business competitive with or similar           to all or any
part of the Protexx Business.  




        (d)              Disparage,
denigrate or belittle in any manner reasonably likely to be seen,           overheard or
communicated to any party outside of WidePoint any proprietary           Software,
technology, products or services of Acquisition or any of its           subsidiaries no
matter when or how acquired.  




    7.4.           Enforcement
of Covenants. As of the Closing Date, each of Protexx and the           Protexx
Management Shareholders expressly acknowledges that it would be           extremely
difficult to measure the damages that might result from any breach of           the
Covenants, and that any breach of the Covenants will result in irreparable
          injury to WidePoint and Acquisition for which money damages could not
adequately           compensate. If a breach of the Covenants occurs, WidePoint and
Acquisition shall           be entitled, in addition to all other rights and remedies
that WidePoint and           Acquisition may have at law or in equity, to have an
injunction issued by any           competent court enjoining and restraining any of
Protexx, the Protexx Management           Shareholders, and all other Persons involved
therein from continuing such           breach. The existence of any claim or cause of
action that any of Protexx, the           Protexx Management Shareholders, or any such
other Person may have against           WidePoint or Acquisition shall not constitute a
defense or bar to the           enforcement of any of the Covenants. If WidePoint or
Acquisition must resort to           litigation to enforce any of the Covenants that has
a fixed term, then such term           shall be extended for a period of time equal to
the period during which a breach           of such Covenant was occurring, beginning on
the date of a final court order           (without further right of appeal) holding that
such a breach occurred or, if           later, the last day of the original fixed term of
such Covenant.  



34 










    7.5.           Scope
of Covenants. If any Covenant, or any part thereof, or the           application
thereof, is construed to be invalid, illegal or unenforceable, then           the other
Covenants, or the other portions of such Covenant, or the application           thereof,
shall not be affected thereby and shall be enforceable without regard           thereto.
If any of the Covenants is determined to be unenforceable because of           its scope,
duration, geographical area or other factor, then the court making           such
determination shall have the power to reduce or limit such scope, duration,
          area or other factor, and such Covenant shall then be enforceable in its
reduced           or limited form.  



SECTION 8: CLOSING
CONDITIONS  



    8.1.           Conditions
to Protexx’s Obligations To Effect the Asset Purchase.          Each obligation
of Protexx and the Protexx Management Shareholders to be           performed on the
Closing Date shall be subject to the satisfaction of each of           the conditions
stated in this Section 8.1, except to the extent that such           satisfaction is
waived by Protexx in writing.  



        (a)    WidePoint’s
Representations. All representations, warranties and           certifications made by
WidePoint and Acquisition in this Agreement, including in           any Disclosure
Schedule, shall be true and correct in all respects as of the           Closing Date
(except that representations and warranties that by their terms           speak as of the
date of this Agreement or some other date shall be so true and           correct only as
of such specified date); provided, however, that neither Protexx           nor any of the
and the Protexx Management Shareholders shall be entitled to           claim the
condition set forth in this Section 8.1(a) has not been satisfied if:           (i) any
of them knows that any representation, warranty or certification made by
          WidePoint or Acquisition is untrue or incorrect; (ii) none of them has provided
          WidePoint with notice of such untruth or incorrectness and adequate opportunity
          to prepare and deliver a disclosure schedule update with respect to such matter
          prior to the Closing; and (iii) the matter which Protexx or any of the Protexx
          Management Shareholders knows to be untrue or incorrect is the basis upon which
          the condition set forth in this Section 8.1(a) is claimed to be unsatisfied.  




        (b)    WidePoint’s
Performance. All of the covenants and agreements in this           Agreement to be
satisfied or performed by WidePoint or Acquisition on or before           the Closing
Date shall have been satisfied or performed in all material           respects.  




        (c)    Absence
of Proceedings. No Proceeding shall have been instituted, no           Judgment shall
have been issued, and no new Law shall have been enacted, on or           before the
Closing Date, that seeks to or does prohibit or restrain, or that           seeks damages
as a result of, the consummation of or any of the Transactions.  





35 









        (d)    Approval
by Shareholders of Protexx. Protexx shall have received all           necessary
approval(s) from the Protexx shareholders with respect to the Asset           Purchase
and this Agreement, together with the approval(s) from any other Person           having
any rights which require obtaining an approval for the Transactions.  




        (e)    Absence
of Adverse Changes. Since the date of this Agreement, there shall           not have
been any change which would have an adverse effect on the business,           financial
condition or results of operations of WidePoint taken as a whole,           which adverse
effect is or will be material, under either GAAP or applicable           legal
principles, to WidePoint or WidePoint’s business, provided, that,           none of
the following shall constitute a material adverse effect for purposes of           this
Section 8.1(e): (i) any circumstance, change or effect generally affecting
          companies acting in the same industry as WidePoint, including, without
          limitation, any change in the accounting rules, Laws or regulations generally
          affecting such industry; (ii) any circumstance, change or effect affecting
          generally the United States economy or world equity markets or any material
          portion thereof; (iii) any circumstance, change or effect arising out of,
          resulting from or relating to the announcement or pendency of the Transactions
          or compliance with the terms of, or the taking of any action required by, this
          Agreement; or (iv) any circumstance, change or effect arising out of, resulting
          from or relating to any act or omission of Protexx or any Protexx Management
          Shareholder.  




        (f)    Regulatory
Matters Representations. The representations and warranties           made by
WidePoint and Acquisition in Section 5.3 shall be true and correct in           all
material respects (without giving effect to any disclosure schedule changes
          with respect thereto.)  




        (g)    Hart-Scott-Rodino. All
applicable waiting periods under the           Hart-Scott-Rodino Antitrust Improvement
Act of 1976, as amended (the “HSR           Act”) with respect to the
Transactions contemplated by this Agreement shall           have expired on or before the
Closing Date, and neither the Federal Trade           Commission nor Department of
Justice shall have taken any action to prohibit the           consummation of the
Transactions contemplated by this Agreement or to impose any           divestiture
requirement as a condition thereto.  




        (h)    Consents. All
of the Consents identified as “Material Consents”          on Schedules 4.2 or
5.2 shall have been obtained.  




        (i)    Regulatory
Approvals. Copies of all Consents of Governmental and           Regulatory
Authorities listed in Schedules 4.2 or 5.2 shall have been obtained.
          Additionally, none of the consents referred to above shall include any
condition           applicable to Acquisition’s operations after the Closing which
is, in the           reasonable judgment of WidePoint, materially adverse in any manner
to           Acquisition’s operations after the Closing; provided, however, that any
          condition that constitutes a requirement that Acquisition comply and
          Acquisition’s operations be conducted in accordance with applicable Law
          shall not be deemed to be materially adverse for purposes of this Section
          8.1(i).  




        (j)    Receipt
of Deliveries. Protexx shall have received the deliveries           required to be
delivered by WidePoint and Acquisition pursuant to Section 9.3.  





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    8.2.           Conditions
to WidePoint’s and Acquisition’s Obligations To Effect           the Asset
Purchase. Each obligation of WidePoint and Acquisition to be           performed on
the Closing Date shall be subject to the satisfaction of each of           the conditions
stated in this Section 8.2, except to the extent that such           satisfaction is
waived by WidePoint, in writing.  



        (a)    Representations
of Protexx and the Protexx Management Shareholders. All           of the
representations, warranties and certifications made by Protexx and the           Protexx
Management Shareholders in this Agreement, including in any Disclosure           Schedule
(as modified by any Disclosure Schedule Change) shall be true and           correct in
all respects as of the Closing Date (except that representations and           warranties
that by their terms speak as of the date of this Agreement or some           other date
shall be so true and correct only as of such specified date);           provided,
however, that neither WidePoint nor Acquisition shall be entitled to           claim the
condition set forth in this Section 8.2(a) has not been satisfied if:           (i)
either of them knows that any representation, warranty or certification made           by
Protexx or any of the Protexx Management Shareholders is untrue or incorrect;
          (ii) neither of them has provided Protexx with notice of such untruth or
          incorrectness and adequate opportunity to prepare and deliver a Disclosure
          Schedule Change with respect to such matter prior to the Closing; and (iii) the
          matter which WidePoint or Acquisition knows to be untrue or incorrect are the
          basis upon which the condition set forth in this Section 8.2(a) is claimed to
be           unsatisfied.  




        (b)    Performance
of Protexx and the Protexx Management Shareholders. All of           the covenants
and agreements in this Agreement to be satisfied or performed by           Protexx and/or
the Protexx Management Shareholders on or before the Closing Date           shall have
been satisfied or performed in all material respects.  




        (c)    Absence
of Proceedings. No Proceeding shall have been instituted, no           Judgment shall
have been issued, and no new Law shall have been enacted, on or           before the
Closing Date, that seeks to or does prohibit or restrain, or that           seeks damages
as a result of, the consummation of or any of the Transactions.  




        (d)    Absence
of Adverse Changes. Since the Date of this Agreement, there shall           not have
been any change which would have a Material Adverse Effect or any           material
casualty loss affecting the Specified Assets or financial condition of           the
Protexx Business which would have a Material Adverse Effect or any material
          change in the Specified Liabilities, in each case which Material Adverse Effect
          is or will be material under either GAAP or applicable legal principles to
          Protexx or Protexx’s Business; provided, that, none of the following shall
          constitute a Material Adverse Effect for purposes of this Section 8.2(d): (i)
          any circumstance, change or effect arising out of, resulting from or relating
to           the announcement or pendency of the Transactions or compliance with the
terms           of, or the taking of any action required by, this Agreement; or (ii) any
          circumstance, change or effect arising out of, resulting from or relating to
any           act or omission of WidePoint or any of its affiliates.  




        (e)    Hart-Scott-Rodino. All
applicable waiting periods under the HSR Act with           respect to the Transactions
contemplated by this Agreement shall have expired on           or before the Closing
Date, and neither the Federal Trade Commission nor           Department of Justice shall
have taken any action to prohibit the consummation           of the Transactions
contemplated by this Agreement or to impose any divestiture           requirement as a
condition thereto.  





37 









        (f)    Consummation
of Software Transfers. Prior to the date of this Agreement,           all
transactions constituting the Software Transfers shall have been           consummated,
with evidence thereof being attached hereto as Exhibit B. 




        (g)    Consummation
of Capital Asset Transfers. Prior to the date of this           Agreement, all
necessary entities, including but not limited to 22THEN, Peter           Letizia and
William Tabor, shall have transferred to Protexx certain software           and related
intellectual property rights pursuant to the Software Assignment           Agreement
attached hereto as Exhibit C, and 22THEN, Peter Letizia and           William
Tabor shall have transferred to Protexx all capital assets held by           22THEN,
Protexx and its Shareholders which are used in the Protexx Business           pursuant to
the transfer documents attached hereto as Exhibit D.  




        (h)    Intellectual
Property Assignments. Prior to the Closing, the individuals           and entities
set forth on Schedule 8.2(H) shall have executed and delivered to           Protexx an
Intellectual Property Assignment in substantially the form attached           hereto as
Exhibit E, providing for the assignment to Protexx of any and           all
intellectual rights such Persons may have with respect to any and all
          intellectual property used in the Protexx Business.  




        (i)    Written
Agreements With Consultants and Employees. Prior to Closing, each           of the
persons named in Schedule 8.2(i) shall enter into and execute the           employment
and/or consulting agreements and stock option agreements attached           hereto as Exhibit
F with Acquisition.  




        (j)    Consents. All
of the Consents identified as “Material Consents”          on Schedules 4.2 or
5.2 shall have been obtained.  




        (k)    Regulatory
Approvals. Copies of all Consents of Governmental and           Regulatory
Authorities listed in Schedules 4.2 or 5.2 shall have been obtained.
          Additionally, none of the consents referred to above shall include any
condition           applicable to Acquisition’s operations after the Closing which
is, in the           reasonable judgment of WidePoint, materially adverse in any manner
to           Acquisition’s operations after the Closing; provided, however, that any
          condition that constitutes a requirement that Acquisition comply and
          Acquisition’s operations be conducted in accordance with applicable Law
          shall not be deemed to be materially adverse for purposes of this Section
          8.2(k).  




        (l)    Minimum
Financial Condition. The Specified Assets shall be subject to           certain
minimum amounts, the Specified Liabilities shall be subject to certain           maximum
amounts, and the Protexx Business to be acquired by Acquisition shall be
          subject to certain minimum financial requirements, all as to be mutually agreed
          upon by Protexx, Acquisition and WidePoint prior to the Closing and set forth
in           Schedule 8.2(l) hereto.  




        (m)    Consummation
of Private Equity Transaction. Prior to the Closing,           WidePoint shall have
consummated and closed upon the private sale of WidePoint           equity securities in
a PIPE transaction.  





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SECTION 9: CLOSING AND
OBLIGATIONS AT CLOSING  



    9.1.           Closing.
The closing of the Transaction (the “Closing”) will           take place at
the offices of Foley & Lardner LLP, 3000 K Street, N.W., Suite           500,
Washington, D.C. 20007 or at such other place as the parties hereto           mutually
agree, at 12 p.m., local time on: (a) the fifth business day following           the day
all conditions set forth in Section 8 have been satisfied, or if           permissible,
waived in accordance with this Agreement; or (b) on such other date           mutually
agreeable to the parties hereto on which all such conditions have been
          satisfied, or if permissible, waived in accordance with this Agreement (such
          date on which the Closing occurs shall be the “Closing Date”). At the
          Closing there shall be delivered to WidePoint, Acquisition and Protexx the
          certificates and other documents and instruments required to be delivered under
          Sections 8 and 9.  



    9.2.           Protexx’s
Obligations at Closing. At the Closing, Protexx or the           Protexx Management
Shareholders shall deliver, or cause to be delivered, as           applicable, the
following to WidePoint:  



        (a)    Specified
Assets. Possession and control of Protexx’s Business, all           of the
Specified Assets, and all of the Protexx Real Property and Protexx’s
          Tangible Property, including all applicable keys, access cards and other entry
          devices.  




        (b)    Documents
of Transfer. Such bills of sale, assignments, deeds,           endorsements,
affidavits, and other instruments and documents of sale, transfer,           assignment
and conveyance as WidePoint may reasonably require in order to           lawfully and
effectively sell, transfer, assign and convey to Acquisition all           right, title
and interest in and to all of the Specified Assets, in each case in           form
reasonably acceptable to WidePoint, dated as of the Closing Date, and duly
          executed and, if necessary, acknowledged by Protexx and any other necessary
          entities.  




        (c)    Name
Change. A proper Amendment to Protexx’s Articles of           Organization,
dated the Closing Date and duly executed on behalf of Protexx, in           form
acceptable for immediate filing with the appropriate office, changing           Protexx’s
corporate name to a name that is not similar to Protexx’s           current name or
any product or other name used by Protexx and included in the           Specified Assets.
From and after the Closing, Acquisition shall have the sole           right and title to
own and utilize the names of Protexx, 22THEN and Protexx           Americas.  




        (d)    Compliance
Certificates. A Certificate executed by the Protexx Management
          Shareholders, in each case with respect to itself, that each of the
          representations, warranties and certifications made by such party in this
          Agreement, including in any Disclosure Schedules (as modified by any Disclosure
          Schedule Change) is true and correct in all respects as of the Closing Date
          (except that representations and warranties that by their terms speak as of the
          date of this Agreement or some other date shall be true and correct only as of
          such date), and that all of the covenants and agreements in this Agreement to
be           satisfied or performed by such party on or before the Closing Date have been
          satisfied or performed in all material respects.  




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        (e)    Update
of Certain Information. A document or set of documents           identifying: (i) all
Specified Contracts (grouped by the categories set forth in           Section 4.14) to
which Protexx is a party or by which Protexx is bound that have           been entered
into or by which Protexx has become bound subsequent to the date           hereof and
through the Closing Date; (ii) all Specified Contracts terminated           subsequent to
the date hereof and through the Closing Date which are terminable           at will or
which by their terms terminate prior to the Closing Date; (iii) all           new
Employees who have been hired by Protexx and all independent contractors who
          have been engaged by Protexx, in each case subsequent to the date hereof and
          through the Closing Date and the applicable information regarding each such
          employee, and independent contractor required to be set forth with respect to
          employees and independent contractors in Schedule 4.15; (iv) all bonuses paid
or           adjustments to compensation made in the ordinary course of business,
consistent           with Protexx’s past practice, subsequent to the date of this
Agreement and           through the Closing Date; and (v) each new customer of Protexx
who have become           such subsequent to the date hereof and through the Closing Date
and the           applicable information regarding each such customer required to be set
forth           with respect to customers in Schedule 4.17.  




        (f)    Consents. The
original signed copies of all Consents, including but not           limited to landlord
consents, identified as “Material Consents” on           Schedule 4.2 (the
“Material Consents”), to the extent obtained prior           to the Closing.  




        (g)    Certified
Approvals of Protexx. Certified copies of the approvals of the           officers and
shareholders of Protexx authorizing and approving this Agreement           and the
consummation of the Transactions to which Protexx is a party.  




        (h)    Incumbency
Certificate of Protexx. Incumbency certificates relating to           each person
executing (as an officer or otherwise on behalf of another person)           this
Agreement and any other document or instrument executed and delivered to
          WidePoint or Acquisition by Protexx pursuant to the terms hereof.  




        (i)    Executed
employment and/or Consulting Agreements. Executed copies of the           agreements
required pursuant to Section 8.2(i).  




        (j)    Opinion
of Counsel. An opinion of Manuel & Rosenfeld LLP, counsel to           Protexx,
22THEN and Protexx Americas, and the Protexx Management Shareholders           addressed
to WidePoint and dated the Closing Date, with respect to matters set           forth in
Exhibit G.  




        (k)    Other
Documents. All other agreements, certificates and instruments           reasonably
requested by WidePoint in order to fully consummate and make           effective the
Transactions and carry out the purposes and intent of this           Agreement.  




    9.3.           WidePoint’s
and Acquisition’s Obligations at Closing. At the           Closing, WidePoint
and Acquisition shall deliver the following to Protexx:  



        (a)    Purchase
Price. To Protexx by bank check the Cash Amount, subject to           adjustment in
accordance with this Agreement, and such other consideration as           required by
Section 3 hereof.  




        (b)    Assumption
of Liabilities. Such undertakings and instruments of           assumption as Protexx
may reasonably require in order to evidence the assumption           by Acquisition of
the Specified Liabilities, in each case in a form reasonably           acceptable to
Protexx, dated as of the Closing Date, and duly executed and, if           necessary,
acknowledged by Acquisition.  




40 










        (c)    Compliance
Certificate. A certificate executed by the chief executive           officer or chief
financial officer of WidePoint and a certificate executed by an           officer of
Acquisition that each of the representations, warranties and           certifications
made by WidePoint and Acquisition in this Agreement, including in           any
Disclosure Schedule (as modified by any Disclosure Schedule Change) is true           and
correct as of the Closing Date (except those representations and warranties
          that by their terms speak as of the date of this Agreement or some other date
          shall be true and correct only as of such date) and that all of the covenants
          and agreements in this Agreement to be satisfied or performed by WidePoint or
          Acquisition on or before the Closing Date have been satisfied or performed in
          all material respects.  




        (d)    Certified
Resolutions. A certified copy of the resolutions of the Board           of Directors
of both WidePoint and Acquisition authorizing and approving this           Agreement and
the consummation of the Transactions with respect to each of           WidePoint and
Acquisition.  




        (e)    Incumbency
Certificates. Incumbency certificates relating to each person           executing on
behalf of WidePoint or Acquisition (as a corporate officer or           otherwise on
behalf of another person) this Agreement any other document or           instrument
executed and delivered to Protexx by WidePoint or Acquisition           pursuant to the
terms hereof.  




        (f)    Other
Documents. All other agreements, certificates and instruments           reasonably
requested by Protexx in order to fully consummate and make effective           the
Transactions and carry out the purposes and intent of this Agreement.  




SECTION 10:
TERMINATION, AMENDMENT AND WAIVER  



    10.1.           Termination.
This Agreement may be terminated, and the transactions           contemplated hereby
may be abandoned, at any time prior to the Closing Date:  



        (a)              by
mutual written agreement of the parties hereto duly executed and delivered;  




        (b)              by
either WidePoint or Acquisition, on one hand, or Protexx on the other hand,
          upon written notification to the non-terminating party by the terminating
party:  




            (i)              at
any time after December 31, 2008, if the Asset Purchase shall not have been
          consummated on or prior to such date and such failure to consummate the Asset
          Purchase is not caused by a breach of this Agreement by the terminating party;  




            (ii)              if
the Protexx shareholder approval with respect to this Agreement and the Asset
          Purchase shall not be obtained by July 31, 2008;  




            (iii)              if
any Governmental or Regulatory Entity, the taking of action by which is a
          condition to the obligations of Protexx, WidePoint or Acquisition to consummate
          the Transactions, shall have determined not to take such action and all appeals
          of such determination shall have been taken and have been unsuccessful;  




            (iv)              if
there has been a material breach of any representation, warranty, covenant or
          agreement on the part of the non-terminating party set forth in this Agreement
          which breach cannot be cured or has not been cured within thirty (30) days
          following receipt by the non-terminating party of notice of such breach from
the           terminating party or assurance of such cure reasonably satisfactory to the
          terminating party shall not have been given by or on behalf of the
          non-terminating party within such thirty (30) day period;  




41 










            (v)              if
any court of competent jurisdiction or other competent Governmental or
          Regulatory Entity shall have issued an Order making illegal or otherwise
          restricting, preventing or prohibiting the Asset Purchase or any of the other
          Transactions.  




        (c)              WidePoint
if between the date of this Agreement and the Closing Date any           Disclosure
Schedule Change delivered by Protexx or the Protexx Management           Shareholders
pursuant to this Agreement discloses, in the reasonable business           judgment of
WidePoint, a new event or condition or events or conditions which,           either
individually or in their aggregate, could have a detrimental effect,           including
but not limited to a Material Adverse Effect, to Protexx or           Protexx’s
Business, provided that: (i) WidePoint shall have notified           Protexx within ten
(10) business days after such delivery that WidePoint           believes, in its
reasonable business judgment, the Disclosure Schedule Change(s)           disclose
event(s) or condition(s) which either individually or in the aggregate           could
have such a detrimental effect; (ii) WidePoint shall have negotiated in           good
faith with Protexx with respect to appropriate adjustments (if any) to the
          terms of this Agreement to reflect such new event(s) or condition(s); and (iii)
          the parties shall have failed to agree on such adjustments; provided, further,
          that none of the following shall constitute a detrimental effect for purposes
of           this Section 10.1(c): (A) any circumstance, change or effect affecting
generally           the United States economy or world equity markets or any material
portion           thereof; (B) any circumstance, change or effect arising out of,
resulting from           or relating to the announcement or pendency of the Transactions
or compliance           with the terms of, or the taking of any action required by, this
Agreement; or           (C) any circumstance, change or effect arising out of, resulting
from or           relating to any act or omission of WidePoint or any of its affiliates.  




    10.2.           Effect
of Termination. If this Agreement is validly terminated by either           WidePoint
or Acquisition on the one hand, or Protexx on the other, pursuant to           Section
10.1, this Agreement will forthwith become null and void and there will           be no
liability or obligation on the part of either WidePoint and Acquisition on           one
hand or Protexx, and the Protexx Management Shareholders on the other (or           any
of their respective representatives or affiliates), except: (i) that nothing
          contained herein shall relieve any party hereto from liability for breach of
its           representations, warranties, covenants or agreements contained in this
          Agreement; and (ii) that the provisions of Sections 6.11 and 15.1 and, except
as           provided in the next succeeding sentence, the provisions with respect to
          expenses in Section 15.2 will continue to apply following any such termination.
          Notwithstanding any other provision in this Agreement to the contrary, upon
          termination of this Agreement pursuant to Section 10.1(b)(iv), Protexx and the
          Protexx Management Shareholders will remain liable to WidePoint and Acquisition
          for any breach of this Agreement by Protexx or the Protexx Management
          Shareholders existing at the time of such termination, and WidePoint and
          Acquisition will remain liable to Protexx and the Protexx Management
          Shareholders for any breach of this Agreement by WidePoint and Acquisition
          existing at the time of such termination, and WidePoint and Acquisition or
          Protexx and the Protexx Management Shareholders, as applicable, may seek such
          remedies, including damages and fees of attorneys, against the other with
          respect to any such breach as are provided in this Agreement or as are
otherwise           available at Law or in equity.  




42 









    10.3.           Amendment.
This Agreement may be amended, supplemented or modified by           action taken by
or on behalf of the respective duly authorized officer or           manager, as the case
may be, of each of the parties hereto at any time prior to           the Closing, whether
prior to or after adoption of this Agreement by           Protexx’s shareholders,
but after such adoption and approval only to the           extent permitted by applicable
Law. No such amendment, supplement or           modification shall be effective unless
set forth in a written instrument duly           executed by or on behalf of each party
hereto.  



    10.4.           Waiver.
Subject to the other terms and conditions of this Agreement, at           any time
prior to the Closing any party hereto, by action taken by or on behalf           of its
duly authorized officer or manager, as the case may be, may to the extent
          permitted by applicable Law: (a) extend the time for the performance of any of
          the obligations or other acts of the other parties hereto; (b) waive any
          inaccuracies in the representations and warranties of the other parties hereto
          contained herein or in any document delivered pursuant hereto; or (c) waive
          compliance with any of the covenants, agreements or conditions of the other
          parties hereto contained herein. No such extension or waiver shall be effective
          unless set forth in a written instrument duly executed by or on behalf of the
          party extending the time of performance or waiving any such inaccuracy or
          non-compliance. No waiver by any party of any term or condition of this
          Agreement, in any one or more instances, shall be deemed to be or construed as
a           waiver of the same or any other term or condition of this Agreement on any
          future occasion.  



SECTION 11: PROTEXX
EMPLOYEES NOT HIRED BY ACQUISITION  



    11.1.           Affected
Employees. Protexx shall be responsible for compliance with all           Laws
related to the termination by Protexx of Protexx’s employees who are           not
employed by Acquisition from and after the Closing (the “Affected           Employees”),
including, but not limited to, the Worker Adjustment and           Retraining
Notification (“WARN”) Act 29 U.S.C. §2101-2109.           WidePoint and
Acquisition shall not be responsible in any manner whatsoever for           any
Obligations of any type whatsoever to any Affected Employees. 22THEN and
          Protexx Americas do not have any employees.  



    11.2.           Employee
and Benefits Responsibilities/Obligations. Acquisition and           WidePoint shall
not in any manner assume or be liable for any Obligations to any           or all
employees of Protexx, including Obligations under Protexx’s payroll
          savings, profit sharing and/or other retirement plans (“Protexx’s
          Retirement Plans”), Obligations under Protexx’s Group Insurance Plans
          and Obligations for severance pay and other termination benefits shall include
          any properly accrued but unpaid regular compensation for the current payroll
          period as of the Closing Date and any properly accrued vacation pay, sick pay
          and personal time pay as of the Closing Date, all of which shall be the sole
          responsibility of Protexx.  



    11.3.           Payroll
Tax. Protexx agrees to make a clean cut-off of payroll and           payroll tax
reporting with respect to the Affected Employees, paying over to the           federal,
state and city governments those amounts respectively withheld or           required to
be withheld for periods ending on or prior to the Effective Time.           Protexx also
agrees to issue, by the date prescribed under applicable IRS rules           and
regulations, Forms W-2 for wages paid through the Effective Time.  



    11.4.           Employee
Benefit Plans. 




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        (a)    401(k)
Plan. Prior to the Closing Date, Protexx shall amend its 401(k)           plan to
fully vest all participants, and shall authorize the termination of such           plan.  




        (b)    Group
Insurance Plans. Protexx shall be solely responsible for employee           claims
that are incurred but not paid at any time under any insurance plans or           other
benefits provided by Protexx to its employees.  




        (c)    COBRA
Coverage. Protexx shall assume all responsibility and obligation to           provide
COBRA continuation coverage for the period prescribed under any and all
          applicable Laws. Protexx shall indemnify and hold harmless WidePoint and
          Acquisition for any costs, expenses and liability arising from such COBRA
          coverage.  




    11.5.           No
Third-Party Rights. Nothing in this Agreement, express or implied, is
          intended to confer upon any of Protexx’s employees, former employees, job
          applicants, any association or group of such persons or any Affected Employees
          any rights or remedies of any nature or kind whatsoever under or by reason of
          this Agreement, including, without limitation, any rights of employment.  



SECTION 12: CERTAIN
OBLIGATIONS OF PROTEXX AND THE PROTEXX MANAGEMENT SHAREHOLDERS AFTER CLOSING  



    12.1.           Transition
and Cooperation. From and after the Closing Date: (a) Protexx           and the
Protexx Management Shareholders shall fully cooperate to transfer to           WidePoint
the control and enjoyment of Protexx’s Business and the Specified           Assets;
(b) none of Protexx or the Protexx Management Shareholders the shall           take any
action or fail to take any action in bad faith, directly or indirectly,           alone
or together with others, which obstructs or impairs the smooth assumption           by
WidePoint through Acquisition of Protexx’s Business; and (c) Protexx and
          the Protexx Management Shareholders shall promptly deliver to WidePoint all
          correspondence, papers, documents and other items and materials received by any
          of them or found to be in their possession that constitute Books and Records of
          Protexx transferred to Acquisition pursuant to this Agreement.  



    12.2.           Use
of Names. Beginning immediately after the Closing Date, Protexx and           the
Protexx Management Shareholders shall not use, and shall cease all existing
          use, of all entity names, fictitious names, product names and other names used
          by Protexx at any time on or before the Closing Date and included in the
          Specified Assets, except as may be necessary to perform their obligations
          hereunder or as may be necessary to exercise any rights or take any actions
          relating to the Assets of Protexx that are not Specified Assets or the
          Obligations of Protexx that are not Specified Liabilities. Upon WidePoint’s
          or Acquisition’s request, Protexx and the Protexx Management Shareholders
          shall promptly sign all Consents and other documents that may be necessary to
          allow Acquisition to use or appropriate the use of any name used by Protexx at
          any time on or before the Closing Date.  



    12.3.           Contract
Matters. After the Closing, each Contract (“Transferred           Contract”)
as to which (a) the Contract Rights of Protexx are included in           the Specified
Assets, and (b) Consent to the assignment thereof from Protexx to           Acquisition
may be required under such Transferred Contract or applicable Law           but was not
obtained on or before the Closing Date, shall be handled in           accordance with the
following provisions, to the fullest extent permitted           pursuant to such
Transferred Contracts and applicable Law:  



44 










        (a)    Consent. Protexx
and the Protexx Management Shareholders shall use           commercially reasonable
efforts (which shall not include payment for obtaining a           Consent) to cooperate
with Acquisition in Acquisition’s efforts to obtain           Consent to the
assignment of such Transferred Contract. If and when Consent to           assignment of
such Transferred Contract is obtained, such Transferred Contract           shall no
longer be subject to the provisions of this Section 12.3.  




        (b)    Subcontracting. Protexx
and the Protexx Management Shareholders shall use           commercially reasonable
efforts to make available to Acquisition all Contract           Rights and other benefits
of such Transferred Contract, on a subcontract or           sublease basis or in some
other appropriate manner reasonably requested by           WidePoint to the fullest
extent permitted pursuant to the Transferred Contract           and applicable Law, and
Acquisition shall be considered an independent           subcontractor or sublessee of
Protexx, or an agent of Protexx, with respect to           all matters concerning such
Transferred Contract. Without limiting the           foregoing, Acquisition shall be
considered Protexx’s agent for purposes of           (i) collecting all amounts that
may be due from the other party or parties to           such Transferred Contract; and
(ii) negotiating or otherwise handling all           disputes and issues that may arise
in connection with such Transferred Contract,           other than such disputes or
issues as to which Protexx and/or Letizia or Tabor           are obligated to indemnify
WidePoint or Acquisition hereunder. Until Consent to           assignment of each
Transferred Contract is obtained, Acquisition shall use           commercially reasonable
efforts to perform in accordance with the provisions of           such Transferred
Contract. Acquisition shall be entitled to retain all payments           due from the
other party or parties under the Transferred Contracts. Without           Acquisition’s
prior written consent, Protexx shall not agree to any           amendment, modification,
extension, renewal, termination or other change in the           terms of such
Transferred Contract, nor shall Protexx exercise any Contract           Right under such
Transferred Contract.  




        (c)    Buyer’s
Instructions. At Acquisition’s direction and expense,           Protexx and the
Protexx Management Shareholders shall (a) notify the other party           or parties to
such Transferred Contract that Acquisition is Protexx’s           subcontractor,
sublessee or agent with respect thereto and that all further           payments, notices
and other communications with respect thereto shall be           directed to Acquisition;
(b) agree to such amendments, modifications,           extensions, renewals, terminations
or other changes in the terms of such           Transferred Contract as Acquisition
determines, in its sole discretion, are           advisable; and (c) exercise any
Contract Right under such Transferred Contract           at such time and in such manner
as Acquisition determines, in its sole           discretion, to be advisable.  




        (d)    Collateral
Assignment. Effective as of the Closing Date, Protexx hereby           collaterally
assigns to Acquisition, and grants to Acquisition a security           interest in, all
of Protexx’s contract rights under such Transferred           Contract and all cash
and non-cash proceeds thereof, as security for the prompt           and timely
satisfaction and performance of Protexx’s obligations under this           Section
12.3. Protexx shall deliver to Acquisition at Closing possession of any
          original executed copy of such Transferred Contract in the possession of
          Protexx. Effective as of the Closing Date, Protexx hereby appoints Acquisition
          as Protexx’s attorney to take such actions, in Protexx’s name and on
          its behalf, as such attorney determines, in its sole discretion, to be
necessary           or advisable to protect, perfect and continue perfected the security
interest           granted hereunder including the execution and filing of such financing
          statements and other instruments and documents as such attorney determines, in
          its sole discretion, to be necessary or advisable for such purposes.  



45 











        (e)    Further
Assurances. At any time and from time to time after the Closing           Date, at
Acquisition’s request and expense, and without further           consideration,
Protexx and the Protexx Management Shareholders shall promptly           execute and
deliver all such further agreements, certificates, instruments and           documents,
and perform such further actions, as Acquisition may reasonably           request in
order to fully consummate the transactions contemplated hereby and           carry out
the purposes and intent of this Agreement. Without limiting the           generality of
the foregoing, Protexx shall timely file all Tax Returns and pay           all Taxes
required to be filed and paid with respect to the Assets, business and
          operations of Protexx for all periods beginning before and ending on, before or
          after the Closing Date.  




SECTION 13: OPERATIONS
OF ACQUISITION AFTER CLOSING  



    13.1.           Acquisition’s
Operations during Earnout Period. (a) During the           Earnout Period, WidePoint
and Acquisition agree that Acquisition’s           Operations shall be conducted in
accordance with the commercially reasonable           directions of the Board of
Directors of Acquisition, taking into account, among           other things, the impact
of their decisions on the ability of Protexx to qualify           to receive the Earnout
Amount and the amount of any such Earnout Amount. During           the Earnout Period,
WidePoint and Acquisition agree to (i) loan or otherwise           provide to Acquisition
an aggregate of Five Hundred Thousand Dollars           ($500,000.00) for the working
capital needs of Acquisition’s Operations in           accordance with the pro forma
budget and Schedule 13.1 hereto, as may be           modified at any time as determined
in the reasonable business judgment of the           Board of Directors of Acquisition,
with such amount to be loaned or otherwise           provided to Acquisition to be
reduced by the outstanding balance at the Closing           of all amounts owed by
Protexx to WidePoint under the terms of the Revolving           Line of Credit Agreement
and Promissory Notes which are outstanding between           WidePoint and Protexx at the
Closing, and (ii) provide up to an additional Five           Hundred Thousand Dollars
($500,000.00) to Acquisition at the times and in the           amounts as determined in
the reasonable business judgment of the Board of           Directors of Acquisition to
support the performance by Acquisition of its pro           forma financial projections
as attached hereto as Exhibit H and all           contracts which are awarded to
Acquisition during the calendar year of 2008 with           projected EBITDA in
sufficient amounts to justify pursuing such contracts, as           determined by the
Board of Directors of Acquisition. Notwithstanding anything           contained in this
Agreement to the contrary, upon the satisfaction by WidePoint           and/or
Acquisition of the provisions of this Section 13.1, then WidePoint and
          Acquisition shall not have any further obligations to support the Protexx
          Business as acquired by Acquisition under this Agreement, and nothing herein
          shall affect the sole and exclusive ownership by Acquisition of the Specified
          Assets.  



        (b)              The
Board of Directors of Acquisition from and after the Closing shall consist           of
Steve Komar, James McCubbin and Peter Letizia, with Peter Letizia remaining           as
a member of the Board of Directors of Acquisition after the Closing as long           as
Peter Letizia remains employed by Acquisition following the Closing.  




46 










        (c)              The
executive officers of Acquisition from and after the Closing shall be Peter
          Letizia, as President and Chief Executive Officer, and James McCubbin, as Chief
          Financial Officer, Treasurer, and Secretary.  




SECTION 14:
INDEMNIFICATION AND HOLDBACK  



    14.1.           Indemnification
Adjustment and Payment of Holdback. The Purchase Price           shall be reduced
from time to time by the full aggregate amount (the           “Indemnification
Adjustment”) owed to WidePoint or Acquisition under           this Section 14 as
adjusted, if applicable, to reflect the provisions of           Sections 14.5 and 14.6,
as a result of any Indemnification Matters (as defined           in Section 14.4).  



    14.2.           Indemnification
by Protexx and the Management Shareholders. From and           after the Closing
Date, Protexx, Letizia and Tabor shall, jointly and severally,           indemnify and
hold harmless WidePoint, Acquisition, and their respective           successors and
permitted assigns, and their respective directors, officers,           employees, agents
and representatives, from and against any and all actions,           suits, claims,
demands, debts, liabilities, obligations, losses, damages, costs,           expenses,
judgments and settlements, including reasonable attorney’s fees           and court
costs (excluding any of the foregoing to the extent reserved on the           Closing
Balance Sheet) incurred by such persons, arising out of or caused by,           directly
or indirectly, any of the following:  



	(i)  	       
Any
breach by Protexx, 22THEN, and/or the Protexx Management Shareholders of any
               warranty or representation made by Protexx, 22THEN, or the Protexx
Management                Shareholders in or pursuant to this Agreement;  






	(ii)  	       
Any
failure or refusal by Protexx, 22THEN, and/or the Protexx Management
          Shareholders to satisfy or perform any covenant of such person in this
Agreement           required to be satisfied or performed by any or all of them;  






	(iii)  	       
Any
matter, event or condition specified in a Disclosure Schedule Change, other
          than matters, events or conditions as to which WidePoint has provided a prior
          written consent pursuant to Section 6.2 hereof;  






	(iv)  	       
Any
deficiency, adjustment or assessment for Taxes made against or imposed upon
          Protexx or 22THEN (or any of their predecessors or successors);  






	(v)  	       
Any
Obligation of Protexx other than those expressly included in the Specified
          Liabilities including: (i) any of the types of Obligations specifically
excluded           from the Specified Liabilities under Section 2.2; (ii) any such
Obligation that           may be imposed upon Acquisition as a result of the failure by
Protexx to comply           with any bulk sales, bulk transfer, fraudulent conveyance or
similar Law of any           jurisdiction that may be applicable to some or all of the
Transactions           contemplated by this Agreement; and (iii) any such Obligation that
may be           imposed upon Acquisition or its affiliates as a result of any Law under
which           Acquisition or its affiliates may have successor liability for any Tax or
other           Obligations of Protexx or 22THEN for all periods ending on or before the
Closing           Date and the pre-Closing portion of any period that begins before the
Closing           Date and ends after the Closing Date.  






47 










	(vi)  	       
Any
Proceeding or Claim against Acquisition or WidePoint by or on behalf of any
          employee of Protexx who is not employed by Acquisition at the Closing.  






	(vii)  	       
Any
Proceeding or Claim against Acquisition by or on behalf of any Person who,
          after the Closing hereunder, purchases or receives any equity interest in
          Protexx, which Proceeding relates to Protexx, its business, Assets or
ownership.  






	(viii)  	       
Any
Proceeding or Claim against Acquisition or WidePoint by or on behalf of any
                    Person who, before or after the Closing hereunder, asserts any claim
against                     Protexx or any of the Protexx Management Shareholders
relating to Protexx, its                     business, Assets or ownership.  






        Limitation
of Indemnification. No indemnification is provided hereunder with respect to any
financial projection, pro forma statement or forward-looking statement. 



        From
and after the Closing Date, Manuel agrees to provide, at no cost to any Person, all legal
services, fees, costs and expenses of any and all types whatsoever necessary to defend
each and all of WidePoint, Acquisition, Protexx, Letizia, Tabor, and all the officers,
directors and shareholders of each such Person from and against any and all claims,
demands, assertions, allegations and/or any other attempt by Howard Hellman or any Person
affiliated with or claiming through Howard Hellman relating to any software and other
intellectual property which are part of the Specified Assets being acquired by Acquisition
and WidePoint under this Agreement. 



    14.3.           WidePoint’s
Indemnification. From and after the Closing Date,           WidePoint shall indemnify
and hold harmless Protexx and its directors, officers,           employees,
representatives, heirs, estates, personal representatives and agents,           from and
against any and all actions, suits, claims, demands, debts,           liabilities,
obligations, losses, damages, costs, expenses, judgments and           settlements,
including reasonable attorney’s fees and court costs incurred           by such
persons, arising out of or caused by, directly or indirectly, any of the
          following:  



        (a)              Any
breach by WidePoint or Acquisition of any warranty or representation made by
          WidePoint or Acquisition in or pursuant to this Agreement;  




        (b)              Any
failure or refusal by WidePoint or Acquisition to satisfy or perform any
          covenant of such person in this Agreement required to be satisfied or performed
          by either or both of them;  




        (c)              Any
Obligations arising after the Closing Date with respect to Specified           Contract
or Specified Liability; and  




        (d)              Any
Obligations arising after the Closing Date with respect to Transferred
          Contracts subject to the provisions of Section 12.3; and  




        (e)              Except
to the extent to which indemnification is provided pursuant to Section           14.2,
and except for Obligations of Protexx or the Protexx Management           Shareholders
pursuant to this Agreement, any Obligations of Acquisition or any           of its
subsidiaries arising from or attributable to all periods beginning after           the
Closing Date and the post-Closing portion of any period that begins before           the
Closing Date and ends after the Closing Date.  




48 










    14.4.           Indemnification
Procedures. With respect to each event, occurrence or           matter (an “Indemnification
Matter”) as to which WidePoint or           Acquisition, on the one hand, or Protexx
on the other hand, as applicable (the           “Indemnitee”) is entitled to
indemnification from the other, as           applicable (the “Indemnitor”)
under Section 14.2 or Section 14.3:  



        (a)              Within
ten (10) days after the Indemnitee receives written documents underlying           the
Indemnification Matter or, if the Indemnification Matter does not involve a
          third party action, suit, claim or demand, promptly after the Indemnitee first
          has actual knowledge of the Indemnification Matter, the Indemnitee shall give
          notice to the Indemnitor (“Claim Notice”) of the nature of the
          Indemnification Matter and the amount demanded or claimed in connection
          therewith (“Claim Amount”), together with copies of any such written
          documents. Failure to give such notice shall not affect the Indemnitor’s
          duty or obligations under this Section 14, except: (i) to the extent Indemnitor
          is prejudiced thereby; or (ii) as otherwise provided in Section 14.5(c).  




        (b)              If
a third party action, suit, claim or demand is involved, then, upon receipt           of
notice from the Indemnitee of such third party action, suit, claim or demand           (“Indemnification
Notice”), the Indemnitor shall, at its expense and           through counsel of its
choice, promptly assume and have sole control over the           litigation, defense or
settlement (the “Defense”) of the           Indemnification Matter, except
that: (i) the Indemnitee may, at its option and           expense and through counsel of
its choice, participate in (but not control) the           Defense; (ii) if the
Indemnitee reasonably believes that the handling of the           Defense by the
Indemnitor may have a material adverse effect on the Indemnitee,           its business
or financial condition, or its relationship with any customer,           prospect,
supplier, employee, salesman, consultant, agent or representative,           then the
Indemnitee may, at its option and expense and through counsel of its           choice,
assume control of the Defense, provided that the Indemnitor shall be           entitled
to participate in the Defense at its expense and the Indemnitee shall           not
consent to any Judgment or agree to any settlement without the           Indemnitor’s
prior written consent, which consent shall not be unreasonably           withheld; (iii)
the Indemnitor shall not consent to any Judgment, or agree to           any settlement,
without the Indemnitee’s prior written consent, which           consent shall not be
unreasonably withheld; and (iv) if the Indemnitor does not           promptly assume
control over the Defense or, after doing so, does not continue           to prosecute the
Defense in good faith, the Indemnitee may, at its option and           through counsel of
its choice and at the Indemnitor’s expense, assume           control over the
Defense and the Indemnitee shall not consent to any Judgment or           agree to any
settlement, without the Indemnitor’s prior written consent,           which consent
shall not be unreasonably withheld. In any event, the Indemnitor           and the
Indemnitee shall fully cooperate with each other in connection with the
          Defense, including by furnishing all available documentary or other evidence as
          is reasonably requested by the other.  




        (c)              The
final amount owed by the Indemnitor to the Indemnitee (if any) shall be
          determined by a final Judgment (without further right of appeal) or by a
          settlement agreement or similar Contract executed by the parties involved, and
          shall be adjusted, if applicable, to reflect the provisions of Sections 14.5
and           14.6 (“Indemnification Amount”). At any time after such Judgment
is           rendered or such settlement agreement or similar Contract is executed, the
          Indemnitee may give notice to the Indemnitor (“Payment Notice”)
          demanding payment of the Indemnification Amount.  




49 










        (d)              In
cases where the Indemnitors are Protexx, Letizia and/or Tabor, the final           amount
owed by the Indemnitor to the Indemnitee shall be automatically deducted           from
the Purchase Price until it is depleted, and thereafter Protexx, Letizia           and/or
Tabor shall, subject to the other provisions of this Section 14, be           liable,
jointly and severally, for the payment of any portion of such final           amount
remaining to be paid within five (5) business days after Payment Notice           is
given.  




        (e)              In
cases where the Indemnitor is WidePoint, WidePoint shall pay the
          Indemnification Amount to Protexx within five (5) business days after the
          Payment Notice is given. Such payment may be made either by submitting payment
          by wire transfer of immediately available United States federal funds or by
          certified check.  




    14.5.           Limits
on Indemnification. Indemnitor’s liability under this Section           14 shall
be limited as follows:  



        (a)    Deductible. No
amount shall be payable by the Indemnitor under this           Section 14 unless and
until the aggregate amount otherwise payable by such           Indemnitor under this
Section 14 exceeds Five Thousand Dollars ($5,000.00) (the           “Deductible”),
in which event such Indemnitor shall pay only the           amount payable by such
Indemnitor under this Section 14 in excess of the           Deductible amount and all
future amounts that become payable by such Indemnitor           under this Section 14
from time to time thereafter.  




        (b)    Time
Period. With respect to all Indemnification Matters, the Indemnitor           shall
not be liable as to any such Indemnification Matter for which the           Indemnitee
does not give a Claim Notice to the Indemnitor in accordance with           Section
14.4(a) within eighteen (18) months following the Closing Date.  




    14.6.           Exceptions
to Limitations. None of the limitations set forth in Section           14.5 shall
apply in the case of any Indemnification Matter involving: (a)           intentional
misrepresentation, fraud or a criminal matter; (b) record or           beneficial
ownership of any of the equity interests of Protexx; (c) a Disclosure           Schedule
Change; (d) title to or infringement caused by any Software,           technology,
service or product which, at any time before Closing, was marketed,           licensed,
maintained, supported, owned, or claimed to have been owned by           Protexx; (e)
Taxes; (f) the representations and warranties contained in Section           4.12; (g)
the representations and warranties contained in Section 4.18; (h) the           covenants
and agreements set forth in Section 13.2; (i) any indemnification           claim made by
WidePoint pursuant to Sections 14.2(e), 14.2(f) or 14.2(g); (k)           any
indemnification claim made by Protexx or the Protexx Management Shareholders
          pursuant to Sections 14.3(c), (d) or (e); and (l) covenants or other
obligations           to be performed after Closing.  



SECTION 15: OTHER
PROVISIONS  



    15.1.           Publicity.
At all times after the Closing Date, without the prior written           consent of
the other parties, no party hereto shall make any public announcement           regarding
the Transactions, except as required by the applicable regulations or           rules of
the SEC, AMEX or any Governmental or Regulatory Entities.  



50 










    15.2.           Fees
and Expenses. Except as otherwise expressly set forth in this           Agreement,
WidePoint shall pay all of the fees and expenses incurred by it           and/or
Acquisition on the one hand, and Protexx shall pay all of the fees and           expenses
incurred by it and the Protexx Management Shareholders on the other           hand, in
negotiating and preparing this Agreement (and all other Contracts and           documents
executed in connection herewith or therewith) and in consummating the
          Transactions.  



    15.3.           Notices.
All notices, consents or other communications required or           permitted to be
given under this Agreement shall be in writing and shall be           deemed to have been
duly given when delivered personally or one (1) business day           after being sent
by a nationally recognized overnight delivery service, postage           or delivery
charges prepaid or five (5) business days after being sent by           registered or
certified mail, return receipt requested, postage charges prepaid.           Notices also
may be given by prepaid facsimile and shall be effective on the           date
transmitted if confirmed within 48 hours thereafter by a signed original           sent
in one of the manners provided in the preceding sentence. Notices shall be           sent
to the parties at their respective addresses set forth below. Any party may
          change its address for notice and the address to which copies must be sent by
          giving notice of the new addresses to the other parties in accordance with this
          Section 15.3, provided that any such change of address notice shall not be
          effective unless and until received.  



		
	If to WidePoint or Acquisition to:	 
	
 	Mr. James T. McCubbin
		WidePoint Corporation
		One Lincoln Centre
		18W140 Butterfield Road, Suite 1100
		Oakbrook Terrace, Illinois 60181
	
with a copy to:
	
 	Foley & Lardner LLP
		3000 K Street, N.W.
		Washington, D.C. 20007-5143
		Fax No. (202) 672-5399
		Attention: Thomas L. James, Esquire











		
	If to Protexx, 22THEN,	 
	or the Protexx Management Shareholders:
	
 	Attn: Peter Letizia
	 	10 Fairway Drive, Suite 216
	 	Deerfield Beach, Florida 33441
	
with copies to:
	
 	Charles B. Manual, Jr., Esq.
	 	1 Penn Plaza, Suite 2527
	 	New York, New York 10119
	 	Fax: 212-792-0998






    15.4.           Survival.
All representations, warranties and covenants made in this           Agreement or
pursuant hereto shall survive the date of this Agreement, the           Closing Date and
the consummation of the Transactions, subject to the provisions           of Section
14.5.  



    15.5.           Interpretation
of Representations. Each representation and warranty made           in this Agreement
or pursuant hereto is independent of all other representations           and warranties
made by the same parties, whether or not covering related or           similar matters,
and must be independently and separately satisfied. Exceptions           or
qualifications to any such representation or warranty shall not be construed           as
exceptions or qualifications to any other representation or warranty.  



    15.6.           Reliance
by Parties. Notwithstanding the right of WidePoint and           Acquisition, on the
one hand, and Protexx and the Protexx Management           Shareholders, on the other, to
investigate the business, Assets and financial           condition of Protexx, WidePoint
and Acquisition respectively, and           notwithstanding any knowledge obtainable by
WidePoint, Acquisition or Protexx,           as a result of such investigations,
WidePoint, Acquisition on the one hand and           Protexx and the Protexx Management
Shareholders, on the other have the           unqualified right to rely upon and have
relied upon, each of the representations           and warranties made by Protexx and the
Protexx Management Shareholders on the           one hand, and WidePoint and Acquisition
on the other, in this Agreement.  



    15.7.           Entire
Understanding. This Agreement, together with the Annexes, Exhibits           and
Schedules (including the Disclosure Schedule Changes) hereto, states the           entire
understanding among the parties with respect to the subject matter           hereof, and
supersedes all prior oral and written communications and agreements,           and all
contemporaneous oral communications and agreements, with respect to the           subject
matter hereof, including all confidentiality letter agreements and           letters of
intent previously entered into among some or all of the parties           hereto. No
amendment or modification of this Agreement shall be effective unless           in
writing and executed as provided for in Section 10.3 hereof.  



    15.8.           Parties
in Interest. This Agreement shall bind, benefit and be           enforceable by and
against WidePoint and Acquisition and their respective           successors and assigns,
and Protexx and the Protexx Management Shareholders and           their respective heirs,
estates and personal representatives. No party shall in           any manner assign any
of its or his rights or obligations under this Agreement           without the express
prior written consent of the other parties.  




52 









    15.9.           Waivers.
Except as otherwise expressly provided herein, no waiver with           respect to
this Agreement shall be enforceable unless in writing and signed by           the party
against whom enforcement is sought. Except as otherwise expressly           provided
herein, no failure to exercise, delay in exercising, or single or           partial
exercise of any right, power or remedy by any party, and no course of           dealing
between or among any of the parties, shall constitute a waiver of, or           shall
preclude any other or further exercise of, any right, power or remedy.  



    15.10.           Severability.
If any provision of this Agreement is construed to be           invalid, illegal or
unenforceable by a court of competent jurisdiction, then the           remaining
provisions hereof shall not be affected thereby and shall be           enforceable
without regard thereto.  



    15.11.           Counterparts.
This Agreement may be executed in any number of           counterparts, each of which
when so executed and delivered shall be an original           hereof, and it shall not be
necessary in making proof of this Agreement to           produce or account for more than
one counterpart hereof.  



    15.12.           Section
Headings. Section and subsection headings in this Agreement are           for
convenience of reference only, do not constitute a part of this Agreement,           and
shall not affect its interpretation.  



    15.13.           References.
All words used in this Agreement shall be construed to be of           such number
and gender as the context requires or permits.  



    15.14.           Controlling
Law. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND           ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO           AGREEMENTS
MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO           PRINCIPLES OF
CONFLICTS OF LAW. 



    15.15.           Jurisdiction
and Process. In any action between or among any of the           parties, whether
arising out of this Agreement or otherwise: (a) each of the           parties irrevocably
consents to the exclusive jurisdiction and venue of the           federal and state
courts located in the State of Delaware; (b) if any such           action is commenced in
a state court, then, subject to applicable law, no party           shall object to the
removal of such action to any federal court located in the           State of Delaware;
(c) each of the parties irrevocably waives the right to trial           by jury; (d) each
of the parties irrevocably consents to service of process by           first class
certified mail, return receipt requested, postage prepaid, to the           address at
which such party is to receive notice in accordance with Section           15.3; and (e)
the prevailing parties shall be entitled to recover their           reasonable attorneys’ fees
and court costs from the other parties.  



    15.16.           No
Third-Party Beneficiaries. Except as provided in Section 15.8, and           with
respect to the persons indemnified under Section 14, no provision of this
          Agreement is intended to or shall be construed to grant or confer any right to
          enforce this Agreement, or any remedy for breach of this Agreement, to or upon
          any Person other than the parties hereto, including any customer, prospect,
          supplier, employee, contractor, salesman, agent or representative of Protexx.  




53 









    15.17.           Bankruptcy
Qualification. Each representation or warranty made in or           pursuant to this
Agreement regarding the enforceability of any Contract shall be           qualified to
the extent that such enforceability may be effected by bankruptcy,           insolvency
and other similar Laws or equitable principles (but not those           concerning
fraudulent conveyance) generally affecting creditors’ rights and           remedies.  



    15.18.           No
Assignment. No party may assign this Agreement without the prior           written
consent of the other parties to this Agreement.  



SECTION 16: DEFINED
TERMS  



Certain defined terms used in this
Agreement and not specifically defined in context are defined below in this Section 16.
Where any group or category of items or matters is defined collectively in the plural
number, any item or matter within such definition may be referred to using such defined
term in the singular number. Words of any gender used in this Agreement shall be held and
construed to include any other gender, unless the context otherwise requires. 



    16.1.                     “Accounts
Receivable” means: (a) any right to payment for goods sold,           leased or
licensed or for services rendered, whether or not it has been earned           by
performance, whether billed or unbilled, and whether or not it is evidenced           by
any Contract; (b) any note receivable; or (c) any other receivable or right           to
payment of any nature provided, however, that such term shall not include the
          receivables retained pursuant to the Assets of Protexx that are not Specified
          Assets.  



    16.2.                     “Ancillary
Agreement” shall have the meaning set forth in Section           4.2(a).  



    16.3.                     “Asset
Purchase” shall have the meaning set forth in the introductory           paragraphs
of this Agreement.  



    16.4.                     “Assets” means
any real, personal, mixed, tangible or intangible           property of any nature,
including Cash Assets, prepayments, deposits, escrows,           Accounts Receivable,
tangible assets (including Tangible Property), Real           Property, Software,
Contract Rights, Intangibles and goodwill, and any claims,           causes of action and
other legal rights and remedies.  



    16.5.                     “Assigned
Contracts” shall have the meaning set forth in Section           2.1(a)(v)(F).  



    16.6.                     “Financial
Statements” shall have the meaning set forth in Section           4.7.  



    16.7.                     “Books
and Records” means all files, documents, instruments, papers,           books and
records relating to the Protexx Business, regardless of the medium in           which
such records were created or currently reside, including without           limitation the
Specified Contracts, financial statements and related work papers           and letters
from accountants, budgets, pricing guidelines, ledgers, journals and           policies
and procedures, but specifically excluding Tax Returns, minute books,           stock
record books, stock transfer ledgers, stock certificates, membership           interest
certificates and books, and membership interest transfer ledgers.  



54 










    16.8.                     “Cash
Amount” shall have the meaning set forth in Section 3.1(a).  



    16.9.                     “Cash
Assets” means any cash on hand, cash in bank or other accounts,           readily
marketable securities, and other cash-equivalent liquid assets of any           nature.  



    16.10.                     “Claims” shall
have the meaning set forth in Section 4.19.  



    16.11.                     “Closing” shall
have the meaning set forth in Section 9.1.  



    16.12.                     “Closing
Balance Sheet” shall have the meaning set forth in Section           3.2.  



    16.13.                     “Closing
Date” shall have the meaning set forth in Section 9.1.  



    16.14.                     “COBRA” shall
mean the Consolidated Omnibus Budget Reconciliation Act           of 1985, Code Section
4980B, ERISA Sections 601-609.  



    16.15.                     “Code” shall
mean the Internal Revenue Code of 1986 as amended from           time to time.  



    16.16.                     “Consent” means
any consent, approval, order or authorization of, or           any declaration, filing or
registration with, or any application, notice or           report to, or any waiver by,
or any other action of, by or with, any Person,           which is necessary in order to
take a specified action or actions in a specified           manner and/or to achieve a
specified result.  



    16.17.                     “Contract” means
any written or oral contract, agreement, instrument,           order, arrangement,
commitment or understanding of any kind or nature,           including, but not limited
to, sales orders, purchase orders, leases, subleases,           data processing
agreements, maintenance agreements, license agreements,           sublicense agreements,
loan agreements, promissory notes, security agreements,           pledge agreements,
deeds, mortgages, guaranties, indemnities, warranties,           employment agreements,
consulting agreements, sales representative agreements,           joint venture
agreements, buy-sell agreements, subscriber agreements, clearing           agreements,
options or warrants.  



    16.18.                     “Contract
Right” means any right, power or remedy of any kind or           nature under any
Contract, including rights to receive property or services or           otherwise derive
benefits from the payment, satisfaction or performance of           another party’s
Obligations, rights to demand another party accept property           or services or take
or refrain from taking any other actions, and rights to           pursue or exercise
remedies or options.  



    16.19.                     “Deductible” shall
have the meaning set forth in Section 14.5(a).  



    16.20.                     “Disclosure
Schedule Change” shall have the meaning set forth in           Section 6.8.  



    16.21.                     “Disclosure
Schedules” shall have the meaning set forth in Section           4.27.  




55 









    16.22.                     “Earnout
Amount” shall have the meaning set forth in Section 3.3(a).  



    16.23.                     “Earnout
Payment” shall have the meaning set forth in Section 3.3(a).  



    16.24.                     “Earnout
Period” shall have the meaning set forth in Section 3.3(a).  



    16.25.                     “Earnout
Report” shall have the meaning set forth in Section 3.3(b).  



    16.26.                     “Earnout
Statement of Operating Income” shall have the meaning set           forth in Section
3.3(b).  



    16.27.                     “Effective
Time” shall have the meaning set forth in Section 3.2.  



    16.28.                     “Employee” shall
mean all common law employees of Protexx who are           reported as such on Protexx’s
payroll.  



    16.29.                     “Employee
Benefit Plans” means any compensation, incentive, fringe or           benefit plan,
program, policy, commitments or other similar arrangements under           which any
employee, former employee, director or consultant of or to Protexx, or           any of
its ERISA Affiliates, or any beneficiary or any such individual, is           covered, is
eligible for coverage or has benefit or compensation rights or with           respect to
which Protexx or any ERISA Affiliates has or may have any liability.  



    16.30.                     “Encumbrance” means
any lien, superlien, security interest, pledge,           right of first refusal,
mortgage, easement, covenant, restriction, reservation,           conditional sale, prior
assignment or other encumbrance, claim, burden or charge           of any nature.  



    16.31.                     “Environmental
Laws” means all applicable Laws (including consent           decrees and
administrative orders legally binding on the applicable party)           governing the
public health and safety and protection of the environment,           including those
governing the use, generation, handling, storage and disposal or           cleanup of
Hazardous Substances, all as amended.  



    16.32.                     “ERISA” means
the Employee Retirement Income Security Act of 1974, as           amended.  



    16.33.                     “ERISA
Affiliate” means any trade or business, whether or not           incorporated, which
is a member of a controlled group or which is under common           control with Protexx
within the meaning of Section 414 of the Code or which is a           member of an “affiliated
service group” within the meaning of Section           414 of the Code, which
includes Protexx.  



    16.34.                     “ERISA
Plan” means any Employee Benefit Plan which is an           “employee benefit
plan” within the meaning of Section 3(3) of ERISA.  



    16.35.                     “GAAP” means
generally accepted accounting principles under then           current United States
accounting rules and regulations, consistently applied.           When used in connection
with Acquisition’s and its subsidiaries’          financial reporting, GAAP
shall be applied consistently with Protexx’s past           practices; provided,
however, in no event shall the consistent application of           historical accounting
policies used by Protexx have priority over GAAP as           applied to the consolidated
financial reporting of WidePoint, regardless of           materiality.  




56 









    16.36.                     “Governmental
or Regulatory Entity” means any court, tribunal,           arbitrator, authority,
agency, commission, official or other instrumentality of           the United States, any
foreign country or any domestic or foreign state, county,           city or other
political subdivision.  



    16.37.                     “Hazardous
Substances” means: (a) any substance, waste, contaminant,           pollutant or
material that has been defined, designated or regulated by any           United States
federal government authority, or any state or local government           authority having
jurisdiction over any Real Property as hazardous, dangerous or           toxic pursuant
to any applicable Environmental Law of any state in which any           Real Property is
located or any United States Law; and (b) asbestos,           polychlorinated biphenyls (“PCB’s”),
petroleum, petroleum           products and urea formaldehyde.  



    16.38.                     “HSR
Act” shall have the meaning set forth in Section 8.1(g).  



    16.39.                     “Indemnification
Amount” shall have the meaning set forth in Section           14.4(c).  



    16.40.                     “Insurance
Policy” means any public liability, product liability,           general liability,
comprehensive, property damage, vehicle, life, hospital,           medical, dental,
disability, worker’s compensation, key man, fidelity bond,           theft, forgery,
errors and omissions, directors and officers liability or other           insurance
policy of any nature.  



    16.41.                     “Intangible” means
any name, corporate name, fictitious name,           trademark, trademark application,
service mark, service mark application, trade           name, brand name, product name,
slogan, trade secret, know-how, patent, patent           application, copyright,
copyright application, design, logo, formula, invention,           product right,
technology or other intangible asset of any nature, whether in           use, under
development or design, or inactive.  



    16.42.                     “IRS” means
the United States Internal Revenue Service.  



    16.43.                     “Judgment” means
any order, writ, injunction, citation, award, decree           or other judgment of any
nature of any foreign, federal, state or local court,           governmental body,
administrative agency, regulatory authority or arbitration           tribunal.  



    16.44.                     “Laws” means
all laws, statutes, rules, regulations, ordinances and           other pronouncements
having the effect of law of the United States, any foreign           country or any
domestic or foreign state, county, city or other political           subdivision or of
any Governmental or Regulatory Entity.  



    16.45.                     “Material
Adverse Effect” means any material adverse effect on: (a)           the financial
condition or results of operations of Protexx; (b) the exclusive           ownership and
intellectual property rights held by Protexx (and/or previously by           22THEN) with
respect to any Software; or (c) any of the Assets of third parties           which are
material to and used by Protexx in Protexx’s Business as           conducted
immediately prior to Closing and are not readily replaceable.  



    16.46.                     “Material
Consents” shall have the meaning set forth in Section           9.2(g).  




57 









    16.47.                     “Obligation” means
any debt, liability or obligation of any nature,           whether secured, unsecured,
recourse, nonrecourse, liquidated, unliquidated,           accrued, absolute, fixed,
contingent, ascertained, unascertained, known, unknown           or otherwise.  



    16.48.                     “Operating
Income” shall be calculated in accordance with GAAP,           subject to the
following adjustments and limitations:  



        (i)                 Revenues,
expenses and profits from Acquisition’s Operations will be           recognized in
accordance with WidePoint’s standard accounting practices and           policies in
effect for the relevant period.  




        (ii)                 Any
revenues, profits, costs, expenses and charges of Acquisition that exist or
          arise prior to the Closing shall not be included.  




    16.49.                     “Order” means
any legally binding writ, judgment, decree, injunction           or similar order of any
Governmental or Regulatory Entity, in each case whether           preliminary or final.  



    16.50.                     “Organizational
Documents” shall have the meaning set forth in Section           4.1(a).  



    16.51.                     “Permit” means
any license, permit, approval, waiver, order,           authorization, right or privilege
of any nature, granted, issued, approved or           allowed by any foreign, federal,
state or local governmental body,           administrative agency or Governmental or
Regulatory Entity.  



    16.52.                     “Permitted
Liens” means: (a) liens for current taxes and assessments           not yet past
due; (b) liens of landlords, carriers, mechanics, materialman and           repairman
incurred in the ordinary course of business for sums not yet past due;           (c) all
recorded Encumbrances that could not reasonably be expected to have a           Material
Adverse Effect; and (d) all other liens which when taken individually           and in
the aggregate do not materially detract from the value of the Assets as           now
used, or materially interfere with any present or presently intended use of
          those Assets.  



    16.53.                     “Person” means
any individual, sole proprietorship, joint venture,           corporation, limited
liability company, partnership, association, cooperative,           trust, estate,
governmental body, administrative agency, Governmental or           Regulatory Entity or
other entity of any nature.  



    16.54.                     “Proceeding” means
any demand, written claim, suit, action,           litigation, investigation by any
Governmental or Regulatory Entity, arbitration,           administrative hearing or other
proceeding by any Governmental or Regulatory           Entity of any nature.  



    16.55.                     “Protexx’s
Business” for purposes of this Agreement only, shall           mean the collective
business of Protexx, including but not limited to the           following: (a) the
operation by Protexx of identity management and information           protection, and
other activities related or incidental thereto; and (b) the           development,
maintenance, enhancement and provision of Software, services,           products and
operations for identity management and information protection, that           provide
functionality the same as, substantially similar to or an extension or
          evolution of the functionality contained in the Software and related Software
          products used, licensed or owned at any time by Protexx, 22THEN, Tabor, and/or
          any affiliates of any such Person(s) prior to the Closing Date.  



58 










    16.56.                     “Protexx
CEO” shall have the meaning set forth in Section 13.1(a).  



    16.57.                     “Protexx
Group Insurance Plan” shall mean all Insurance Policies that           constitute
group medical, dental, hospitalization, health, disability and           related Employee
Benefit Plans of Protexx.  



    16.58.                     “Protexx
Interests” means al the ownership interests of Protexx           outstanding
immediately after the Software Transfers and immediately prior to           the Asset
Purchase.  



    16.59.                     “Protexx’s
Knowledge” means that neither the record owners of any           equity shares of
Protexx, nor any of the other Persons listed on Schedule 16.8,           have any actual
knowledge or implied knowledge that the statement made is           incorrect. For this
purpose, “implied knowledge” means all information           available in the
books, records and files of Protexx and/or 22THEN and all           information that
individuals holding similar positions in a business comparable           to the Protexx
Business should reasonably have been expected to know in the           course of
operating and managing the business and affairs of Protexx or 22THEN,
          respectively.  



    16.60.                     “Protexx
Shareholder Approval” means the affirmative vote of Protexx           Shareholders
holding a majority of the outstanding shares of equity securities           of Protexx
represented at a meeting of Protexx Shareholders at which a quorum is           present.  



    16.61.                     “Protexx’s
Operations” for purposes of this Agreement only, means           the operation of
Protexx’s Business, as conducted by Protexx immediately           prior to Closing,
and as conducted after Closing by Acquisition and its           subsidiaries under
WidePoint’s control, as such business operations may be           expanded,
contracted or otherwise changed after Closing as a result of: (a)           expansion or
contraction of services, offerings or customer base; (b)           development of product
enhancements or improvements; (c) development of new           releases or new versions
of products having substantially similar functional           capabilities and market
scopes; (d) discontinuance of unsuccessful services,           products, product
enhancements, product releases or other projects; and (e)           other factors
generally affecting Acquisition’s and/or WidePoint’s           overall business
or the industry in which WidePoint and/or Acquisition is then           operating; in all
cases ((a) through (e)) subject to the applicable provisions           of Section 13.1.  



    16.62.                     “Protexx
Retirement Plan” shall have the meaning set forth in Section           11.2.  



    16.63.                     “Protexx
Software” shall have the meaning set forth in Section 4.13.  



    16.64.                     “Purchase
Price” shall have the meaning set forth in Section 3.1(a).  



    16.65.                     “Real
Property” means any real estate, land, building, condominium,           town house,
structure or other real property of any nature, all shares of stock           or other
ownership interests in cooperative or condominium associations or other           forms
of ownership interest through which interests in real estate may be held,           and
all appurtenant and ancillary rights thereto, including easements,           covenants,
water rights, sewer rights and utility rights.  



    16.66.                     “Recent
Balance Sheet” shall have the meaning set forth in Section           4.7.  



    16.67.                     “Receivables
List” shall have the meaning set forth in Section 3.2(a).  



59 










    16.68.                     “Acquisition’s
Operations” means the continuation of the           operation of Protexx’s
Business after Closing by Acquisition under           WidePoint’s control (and no
other business that may be operated by           Acquisition before, as of, or after the
Closing), as such business operations           may be expanded, contracted or otherwise
changed after Closing as a result of:           (a) expansion or contraction of services,
offerings or customer base; (b)           development of product enhancements or
improvements; (c) development of new           releases or new versions of products
having substantially similar functional           capabilities and market scopes; (d)
discontinuance of unsuccessful services,           products, product enhancements,
product releases or other projects; and (e)           other factors generally affecting
the Acquisition’s and/or WidePoint’s           overall business or the
financial services industry; in all cases ((a) through           (e)) subject to the
applicable provisions of Section 13.1.  



    16.69.                     “SEC” means
the United States Securities and Exchange Commission.  



    16.70.                     “Software” means
any computer program, operating system, applications           system, firmware or
software of any nature related to Protexx’s Business as           conducted
immediately prior to Closing, whether operational, under development           or
inactive, including all object code, source code, algorithm (including any           and
all intellectual property owned or possessed by 22THEN at the time of the
          merger of 22THEN with and into Protexx), processes, formulae, interfaces,
          navigational devices, menu structures or arrangements, icons, operational
          instructions, scripts, commands, syntax, screen design, report design and other
          designs, concepts, and visual expressions, technical manuals, user manuals and
          other documentation therefor, whether in machine-readable form, programming
          language or any other language or symbols, and whether stored, encoded,
recorded           or written on disk, tape, film, memory device, paper or other media of
any           nature.  



    16.71.                     “Software
Transfers” shall have the meaning set forth in the           introductory paragraphs
of this Agreement.  



    16.72.                     “Specified
Assets” shall have the meaning set forth in Section 2.1(a).  



    16.73.                     “Specified
Contracts” shall have the meaning set forth in Section           4.14.  



    16.74.                     “WidePoint
Group” shall mean WidePoint and all existing and future           subsidiaries of
WidePoint, including Acquisition.  



    16.75.                     “Acquisition” shall
have the meaning set forth in the introductory           paragraphs of this Agreement.  



    16.76.                     “Tangible
Property” means any furniture, fixtures, leasehold           improvements, vehicles,
office equipment, computer equipment, other equipment           and all forms, supplies
or other tangible personal property of any nature.  



    16.77.                     “Tax” or
“Taxes” shall mean any federal, state, local,           territorial,
provincial, or foreign income, net income, gross receipts, single           business,
unincorporated business, license, payroll, employment, excise,           severance,
stamp, occupation, premium, windfall profits, environmental           (including taxes
under Code § 59A), customs duties, capital stock,           franchise, profits,
gains, withholding, FICA, social security (or similar),           payroll, unemployment,
disability, workers compensation, real property, personal           property, ad valorem,
sales, use, transfer, registration, value added,           alternative or add-on minimum,
estimated, or other tax of any kind whatsoever,           including any interest,
penalty, or addition thereto, whether or not disputed.  




60 









    16.78.                     “Tax
Returns” shall mean any return, declaration, report, estimate,           claim for
refund, or information return or statement relating to, or required to           be filed
in connection with, any Taxes, including any schedule, form, statement,           or
attachment thereto, and including any amendment thereof.  



    16.79.                     “Transactions” shall
have the meaning set forth in the introductory           paragraphs of this Agreement.  



    16.80.                     “Unaudited
Financial Statements” shall have the meaning set forth in           Section 4.7.  



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61 










        WITNESS
THE DUE EXECUTION AND DELIVERY HEREOF AS OF THE DATE FIRST STATED ABOVE. 




WIDEPOINT CORPORATION


By:  /s/ Steve Komar      

        Name:  Steve Komar      
        Title:  Chief Executive Officer 



PROTEXX INCORPORATED


By:  /s/ Peter Letizia      

        Name:  Peter Letizia      

        Title:  Chief Executive Officer and President 



PROTEXX Acquisition Corporation


By:  /s/ James T. McCubbin      

        Name:  James T. McCubbin      

        Title:  Chief Financial Officer 




/s/ Peter Letizia 
Peter
Letizia, Individually 




/s/ Charles B. Manuel

Charles B. Manuel, Jr., Individually 



/s/ William Tabor 
William
Tabor, Individually